Waste management and removal services for TRANSNET engineering uitenhage (3-Year contract)

The Master Agreement sets out general terms and conditions for the provision of general and hazardous waste management services, including definitions, nature and scope, subcontracting limits (max 25% of contract value), and general obligations.

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This Agreement is entered into by and between:

Transnet SOC Ltd [Registration Number 1990/000900/30] whose registered address is 96 Rissik

Street, Braamfontein, Johannesburg, Republic of South Africa [Transnet]

and

............................................................ [Registration Number ............] whose registered address is

............................................................ [Service Provider].

Now therefore, IT is agreed:

1.1 Transnet hereby appoints the Service Provider to provide, and Transnet undertakes to

accept the supply of Goods / provision of Services provided for herein, as formally agreed

between the Parties and in accordance with the Schedule of Requirements / Work Orders

issued as a schedule to this Agreement; and

1.2 the Service Provider hereby undertakes to provide the Goods/Services provided for herein,

as formally agreed between the Parties and in accordance with the Schedule of

Requirements issued as a schedule to this Agreement.

2 definitions

Where the following words or phrases are used in this Agreement, such words or phrases shall have the

meaning assigned thereto in this clause, except where the context clearly requires otherwise:

2.1 AFSA means the Arbitration Foundation of South Africa;

2.2 Agreement means this Agreement and its associated schedules and/or annexures and/or

appendices, and/or schedules, including the Schedule of Requirements/Work Orders, the technical

specifications for the Goods/Services and such special conditions as shall apply to this Agreement,

together with the General Tender Conditions and any additional provisions in the associated bid

documents tendered by the Service Provider [as agreed, in writing, between the Parties], which

collectively and exclusively govern the provision of Services and provision of ancillary Services by

the Service Provider to Transnet;

2.3 Assignment refers to the transfer of rights and obligations in a contract from an assigner to an

assignee.

2.4 Background Intellectual Property means all Intellectual Property introduced and required by

either Party to give effect to their obligations under this Agreement owned in whole or in part by or

licensed to either Party or their affiliates prior to the Commencement Date or developed after the

Commencement Date otherwise pursuant to this Agreement;

2.5 Business Day(s) means Mondays to Fridays between 07:30 and 16:00, excluding public holidays

as proclaimed in South Africa;

2.6 Cession refers to the transfer of only the rights a service provider has in terms of a contract from it

to a third party.

2.7 Commencement Date means TBA, notwithstanding the signature date of this Agreement;

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Uitenhage plant and Cape Corridor depots for a period of 3 years on an “as and when required” basis

2.8 Confidential Information means any information or other data, whether in written, oral, graphic

or in any other form such as in documents, papers, memoranda, correspondence, notebooks,

reports, drawings, diagrams, discs, articles, samples, test results, prototypes, designs, plans,

formulae, patents, or inventor’s certificates, which a Party discloses or provides to the other Party

[intentionally or unintentionally, or as a result of one Party permitting the representative of the

other Party to visit any of its premises], or which otherwise becomes known to a Party, and which is

not in the public domain and includes, without limiting the generality of the term:

a) information relating to methods of operation, data and plans of the disclosing Party;

b) the contents of this Agreement;

c) private and personal details of employees or clients of the disclosing Party or any other

person where an onus rests on the disclosing Party to maintain the confidentiality of such

information;

d) any information disclosed by either Party and which is clearly marked as being confidential or

secret;

e) information relating to the strategic objectives and planning of the disclosing Party relating to

its existing and planned future business activities;

f) information relating to the past, present and future research and development of the

disclosing Party;

g) information relating to the business activities, business relationships, products, services,

customers, clients and Subcontractors of the disclosing Party where an onus rests on the

disclosing Party to maintain the confidentiality of such information;

h) information contained in the software and associated material and documentation belonging

to the disclosing Party;

i) technical and scientific information, Know-How and trade secrets of a disclosing Party

including inventions, applications and processes;

j) Copyright works;

k) commercial, financial and marketing information;

l) data concerning architecture, demonstrations, tools and techniques, processes, machinery

and equipment of the disclosing Party;

m) plans, designs, concepts, drawings, functional and technical requirements and specifications

of the disclosing Party;

n) information concerning faults or defects in Goods, equipment, hardware or software or the

incidence of such faults or defects; and

o) information concerning the charges, fees and/or costs of the disclosing Party or its

authorised Subcontractors, or their methods, practices or service performance levels actually

achieved;

2.9 Copyright means the right in expressions, procedures, methods of operations or mathematical

concepts, computer program codes, compilations of data or other material, literary works, musical

works, artistic works, sound recordings, broadcasts, program carrying signals, published editions,

photographic works, or cinematographic works of the copyright owner to do or to authorise the

doing of certain acts specified in respect of the different categories of works;

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Uitenhage plant and Cape Corridor depots for a period of 3 years on an “as and when required” basis

2.10 Data means all data, databases, documents, information, graphics, text or other material in an

electronic or tangible medium which the Parties to this Agreement generate, collect, process, store

or transmit in relation to their business;

2.11 Designs mean registered Designs and/or Design applications and will include the monopoly right

granted for the protection of an independently created industrial design including designs dictated

essentially by technical or functional considerations as well as topographies of integrated circuits

and integrated circuits;

2.12 Expiry Date means TBA;

2.13 Foreground Intellectual Property means all Intellectual Property developed by either Party

pursuant to this Agreement;

2.14 ICC Incoterms means the the latest version of commercial trade terms as published by the

International Chamber of Commerce, Paris [ICC], which are otherwise referred to as purchase terms

and which define precisely the responsibilities, costs and risks of the buyer [Transnet] and the

seller [the Supplier]. Incoterms are only applicable to contracts involving the import or export of

Goods from one country to another and for the purpose of this Agreement, if applicable, shall mean

the designated Incoterm as stipulated in Schedule 1 hereto. Further details of the Incoterm

[purchase terms] for this Agreement, if applicable, can be viewed at the International Business

Training website - http://www.i-b-t.net/incoterms.html;

2.15 Intellectual Property means Patents, Designs, Know-How, Copyright and Trade Marks and all

rights having equivalent or similar effect which may exist anywhere in the world and includes all

future additions and improvements to the Intellectual Property;

2.16 Know-How means all Confidential Information of whatever nature relating to the Intellectual

Property and its exploitation as well as all other Confidential Information generally relating to

Transnet’s field of technology, including technical information, processing or manufacturing

techniques, Designs, specifications, formulae, systems, processes, information concerning materials

and marketing and business information in general;

2.17 Parties mean the Parties to this Agreement together with their subsidiaries, divisions, business

units, successors-in-title and assigns;

2.18 Party means either one of these Parties;

2.19 Patents mean registered Patents and Patent applications, once the latter have proceeded to grant,

and includes a right granted for any inventions, products or processes in all fields of technology;

2.20 Permitted Purpose means any activity or process to be undertaken or supervised by a Staff

member of one Party during the term of this Agreement, for which purpose authorised disclosure of

the other Party’s Confidential Information or Intellectual Property is a prerequisite in order to enable

such activity or process to be accomplished;

2.21 Price(s) means the agreed Price(s) for the Goods/Services to be purchased from the

Supplier/Service Provider by Transnet, as detailed in the Schedule of Requirements, issued in

accordance with this Agreement, as amended by mutual agreement between the Parties and in

accordance with the terms and conditions in this Agreement from time to time;

2.22 Purchase Order(s) means official orders issued by an operating division of Transnet to the

Supplier/Service Provider for the supply of Goods or Services;

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2.23 Service(s) means TBA, the Service(s) provided to Transnet by the Service Provider, pursuant to

the Work Order(s) in terms of this Agreement;

2.24 Service Level Agreement or SLA means the processes, deliverables, key performance indicators

and performance standards relating to the Services to be provided by Service Provider;

2.25 Service Provider Materials means all works of authorship, products and materials [including, but

not limited to, data, diagrams, charts, reports, specifications, studies, inventions, software, software

development tools, methodologies, ideas, methods, processes, concepts and techniques] owned by,

or licensed to, the Service Provider prior to the Commencement Date or independently developed by

the Service Provider outside the scope of this Agreement at no expense to Transnet, and used by

the Service Provider in the performance of the Services;

2.26 Staff means any partner, employee, agent, consultant, independent associate or contractor,

Subcontractor and the staff of such Subcontractor, or other authorised representative of either

Party;

2.27 Schedule of Requirements means Schedule 1 hereto;

2.28 Subcontract means any contract or agreement or proposed contract or agreement between the

Supplier/Service Provider and any third party whereby that third party agrees to provide to the

Supplier the Goods or related Services or any part thereof or material used in the manufacture of

the Goods or any part thereof;

2.29 Subcontractor means the third party with whom the Supplier/Service Provider enters into a

Subcontract;

2.30 Tax Invoice means the document as required by Section 20 of the VAT Act, as may be amended

from time to time;

2.31 Trade Marks mean registered Trade Marks and Trade Mark applications and include any sign or

logo, or combination of signs and/or logos capable of distinguishing the goods or services of one

undertaking from those of another undertaking;

2.32 VAT means Value-Added Tax chargeable in terms of the VAT Act, , as may be amended

from time to time; and

2.33 VAT Act means the Value Added Tax Act, No , as may be amended from time to time.

2.34 Work Order(s) means a detailed scope of work for a Service required by Transnet, including

timeframes, Deliverable, Fees and costs for the supply of the Service to Transnet, which may be

appended to this Agreement from time to time.

3 interpretation

3.1 Clause headings in this Agreement are included for ease of reference only and do not form part of

this Agreement for the purposes of interpretation or for any other purpose. No provision shall be

construed against or interpreted to the disadvantage of either Party hereto by reason of such Party

having or being deemed to have structured or drafted such provision.

3.2 Any term, word or phrase used in this Agreement, other than those defined under the clause

heading “Definitions” shall be given its plain English meaning, and those terms, words, acronyms,

and phrases used in this Agreement will be interpreted in accordance with the generally accepted

meanings accorded thereto.

3.3 A reference to the singular incorporates a reference to the plural and viceversa.

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For the supply/provision for the provision of general and hazardous waste management services for Transnet Engineering,

Uitenhage plant and Cape Corridor depots for a period of 3 years on an “as and when required” basis

3.4 A reference to natural persons incorporates a reference to legal persons and viceversa.

3.5 A reference to a particular gender incorporates a reference to the other gender.

4 nature and scope

4.1 This Agreement is an agreement under the terms and conditions of which the Supplier/Service

Provider will arrange for the supply/provision to Transnet of the Goods/Services which meet the

requirements and specifications of Transnet, the delivery of which is controlled by means of

Purchase Orders to be issued by Transnet and executed by the Supplier/Service Provider in

accordance with this Agreement.

4.2 Such Purchase Orders and deliveries to Transnet shall be agreed between the Parties from time to

time, subject to the terms of the Schedule of Requirements/Work Order.

4.3 Each properly executed Purchase Order forms an inseparable part of this Agreement as if it were

fully incorporated into the body of this Agreement.

4.4 During the period of this Agreement, both Parties can make written suggestions for amendments to

the Schedule of Requirements/Work Orders in accordance with procedures set out in clause 37

[AmendmentandChangeControl]. A Party will advise the other Party within 14 [fourteen] Business

Days, or such other period as mutually agreed, whether the amendment is acceptable.

4.5 Insofar as any term, provision or condition in the Schedule of Requirements/Work Order conflicts

with a like term, provision or condition in this Agreement and/or a Purchase Order, the term or

provision or condition in this Master Agreement shall prevail, unless such term or provision or

condition in this Master Agreement has been specifically revoked or amended by mutual written

agreement between the Parties.

4.6 Time will be of the essence and the Supplier/Service Provider will perform its obligations under this

Agreement in accordance with the timeframe(s) [if any] set out in the relevant schedule, save that

the Supplier/Service Provider will not be liable under this clause if it is unable to meet such

obligation within the time required as a direct result of any act or omission by Transnet and it has

used its best endeavours to advise Transnet of such act or omission. In the event of such delay, any

time deadlines detailed in the relevant schedule shall be extended by a period equal to the period of

that delay.

5 authority of parties

5.1 Nothing in this Agreement will constitute or be deemed to constitute a partnership between the

Parties, or constitute or be deemed to constitute the Parties as agents or employees of one another

for any purpose or in any form whatsoever.

5.2 Neither Party shall be entitled to, or have the power or authority to:

a) enter into an agreement in the name of the other; or

b) give any warranty, representation or undertaking on the other's behalf; or

c) create any liability against the other or bind the other’s credit in any way or for any purpose

whatsoever.

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Uitenhage plant and Cape Corridor depots for a period of 3 years on an “as and when required” basis

6 duration/term and cancellation

6.1 Notwithstanding the date of signature hereof, the Commencement Date if this Agreement is TBA

and the duration shall be for a TBA [TBA] year period, expiring on TBA unless:

a) this Agreement is terminated by either Party in accordance with the provisions incorporated

herein or in any schedules or annexures appended hereto, or otherwise in accordance with

law or equity; or

b) this Agreement is extended at Transnet’s option for a further period to be agreed by the

Parties.

6.2 Notwithstanding clause 244 [Breach and Termination], either Party may cancel this Agreement

without cause by giving 30 [thirty] calendar days prior written notice thereof to the other Party,

provided that in such instance, this Agreement will nevertheless be applicable in respect of all

Purchase Orders which have been placed prior to the date of such cancellation.

7 risk management

7.1 Where Transnet determines appropriate, within 2 weeks from the date of contract signature, the

Parties are to meet to prepare and maintain a contract Risk Register. The Risk Register shall include

a description of the risks and a description of the actions which are to be taken to avoid or reduce

these risks which both Parties shall jointly determne.

7.2 Contract progress meetings shall be held monthly, or unless otherwise agreed between the Parties

in writing. The purposes of these progress meetings shall be to capture the number of late

deliverables against agreed milestones, actual costs against payment plans, performance issues or

concerns, contract requirements not achieved, the status of previous corrective actions and risk

management. Minutes of meetings shall be maintained and signed off between the Parties

throughout the contract period

8 transnet’s obligations

8.1 Transnet undertakes to promptly comply with any reasonable request by the Supplier/Service

Provider for information, including information concerning Transnet's operations and activities, that

relates to the Goods/Services as may be necessary for the Supplier/Service Provider to provide the

Goods/Services, but for no other purpose. However, Transnet's compliance with any request for

information is subject to any internal security rules and requirements and subject to the observance

by the Supplier/Service Provider of its confidentiality obligations under this Agreement.

8.2 The Supplier/Service Provider shall give Transnet reasonable notice of any information it requires.

8.3 Transnet agrees to provide the Supplier/Service Provider or its Personnel such access to and use of

its facilities as is necessary to allow the Supplier/Service Provider to perform its obligations under

this Agreement.

9 general obligations of the supplier/service provider

9.1 The Supplier/Service Provider shall:

a) respond promptly to all complaints and enquiries from Transnet;

b) inform Transnet immediately of any dispute or complaint arising in relation to the storage or

delivery of the Goods;

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c) conduct its business in a professional manner which will reflect positively upon the

Supplier/Service Provider and the Supplier’s/Service Provider’s products/services;

d) keep full records clearly indicating all transactions concluded by the Supplier/Service Provider

relating to the delivery of the Goods/Services and keep such records for at least 5 [five]

years from the date of each such transaction;

e) obtain, and at all times maintain in full force and effect, any and all licences, permits and the

like required under applicable laws for the provision of the Goods/Services and ancillary

Services and the conduct of the business and activities of the Supplier/Service Provider;

f) observe and ensure compliance with all requirements and obligations as set out in the labour

and related legislation of South Africa, including the Occupational Health and Safety Act, , as may be amended from time to time;

g) observe and ensure compliance with all requirements and objectives of the Transnet Supplier

Integrity Pact as agreed to in response to the RFP. The general purpose of the Supplier

Integrity Pact is to agree to avoid all forms of dishonesty, fraud and corruption by following a

system that is fair, transparent and free from any undue influence prior to, during and

subsequent to the currency of the procurement event leading to this Agreement and this

Agreement itself;

h) comply with all applicable environmental legislation and regulations, demonstrate sound

environmental performance and have an environmental management policy which ensures

that its products, including the Goods/Services or ancillary Services are procured, produced,

packaged, delivered and are capable of being used and ultimately disposed of in a way that

is environmentally appropriate; and

i) ensure the validity of all renewable certifications, including but not limited to its B-BBEE

Verification Certificate, throughout the entire term of this Agreement. Should the

Supplier/Service Provider fail to present Transnet with such renewals as they become due,

Transnet shall be entitled, in addition to any other rights and remedies that it may have in

terms of the Agreement, to terminate this Agreement forthwith without any liability and

without prejudice to any claims which Transnet may have for damages against the

Supplier/Service Provider.

9.2 The Supplier/Service Provider acknowledges and agrees that it shall at all times:

a) render the supply of the Goods/Services and ancillary Services (if applicable) and perform all

its duties with honesty and integrity;

b) communicate openly and honestly with Transnet regarding the supply and performance of

the Goods/Services and demonstrate a commitment to effecting the supply and performing

ancillary Services timeously, efficiently and at least to the required standards;

c) endeavour to provide the highest possible standards of service and workmanship, with a

reasonable degree of care and diligence;

d) use its best endeavours and make every diligent effort to meet agreed deadlines;

e) treat its own Staff, as well as all Transnet’s Staff, with fairness and courtesy and respect for

their human rights;

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Uitenhage plant and Cape Corridor depots for a period of 3 years on an “as and when required” basis

f) practice and promote its own internal policies aimed at prohibiting and preventing unfair

discrimination;

g) treat all enquiries from Transnet in connection with the supply of the Goods/Services and/or

ancillary Services with courtesy and respond to all enquiries promptly and efficiently. Where

the Supplier/Service Provider is unable to comply with the provisions of this clause, the

Supplier/Service Provider will advise Transnet of the delay and the reasons therefor and will

keep Transnet informed of progress made regarding the enquiry;

h) when requested by Transnet, provide clear and accurate information regarding the

Supplier's/Service Provider’s own policies and procedures, excluding Know-How and other

Confidential Information, except where a non-disclosure undertaking has been entered into

between the Parties;

i) not allow a conflict of interest to develop between its own interests [or the interests of any

of its other customers] and the interests of Transnet;

j) not accept or offer, nor allow, induce or promote the acceptance or offering of any gratuity,

enticement, incentive or gift that could reasonably be regarded as bribery or an attempt to

otherwise exert undue influence over the recipient;

k) not mislead Transnet or its officers, employees and stakeholders, whether by act or

omission;

l) not otherwise act in an unethical manner or do anything which could reasonably be expected

to damage or tarnish Transnet’s reputation or business image;

m) immediately report to Transnet any unethical, fraudulent or otherwise unlawful conduct of

which it becomes aware in connection with Transnet or the supply of Goods/Services or

ancillary Services to Transnet;

n) ensure that at all times, during the currency of this Agreement, it complies with all

obligations and commitments in terms of the provisions of the Income Tax Act, No , the VAT Act or any other tax legislation relating to their liability for Income Tax, VAT,

Pay as You Earn or any other tax. The Supplier/Service Provider shall further ensure Tax

Clearance Compliance, for the duration of this Agreement;

o) not victimise, harass or discriminate against any employee of either Party to this Agreement

or any applicant for employment with either Party to this Agreement due to their gender,

race, disability, age, religious belief, sexual orientation or part-time status. This provision

applies, but is not limited to employment, upgrading, work environment, demotion, transfer,

recruitment, recruitment advertising, termination of employment, rates of pay or other forms

of compensation and selection for training.

p) shall ensure that its employees, agents and Subcontractors will not breach any applicable

discrimination legislation and any amendments and re-enactments thereof.

9.3 In compliance with the National Railway Safety Regulator Act, , as may be amended from

time to time, the Supplier shall ensure that the Goods/Services and ancillary Services, to be supplied

to Transnet under the terms and conditions of this Agreement, comply fully with the Specifications

as set forth in Schedule 1 hereto, and shall thereby adhere [as applicable] to railway safety

requirements and/or regulations. Permission for the engagement of a Subcontractor by the Supplier,

as applicable, shall be subject to a review of the capability of the proposed Subcontractor to comply

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Uitenhage plant and Cape Corridor depots for a period of 3 years on an “as and when required” basis

with the specified railway safety requirements and/or regulations. The Supplier and/or its

Subcontractor shall grant Transnet access, during the term of this Agreement, to review any safety-

related activities, including the coordination of such activities across all parts of its organisation.

10 service provider’s personnel

10.1 The Service Provider’s Personnel shall be regarded at all times as employees, agents or

Subcontractors of the Service Provider and no relationship of employer and employee shall arise

between Transnet and any Service Provider Personnel under any circumstances regardless of the

degree of supervision that may be exercised over the Personnel by Transnet.

10.2 The Service Provider warrants that all its Personnel will be entitled to work in South Africa or any

other country in which the Services are to be performed.

10.3 The Service Provider will ensure that its Personnel comply with all reasonable requirements made

known to the Service Provider by Transnet concerning conduct at any Transnet premises or any

other premises upon which the Services are to be performed [including but not limited to security

regulations, policy standards and codes of practice and health and safety requirements]. The

Service Provider will ensure that such Personnel at all times act in a lawful and proper manner in

accordance with these requirements.

10.4 Transnet reserves the right to refuse to admit or to remove from any premises occupied by or on

behalf of it, any Service Provider Personnel whose admission or presence would, in the reasonable

opinion of Transnet, be undesirable or who represents a threat to confidentiality or security or

whose presence would be in breach of any rules and regulations governing Transnet's Personnel,

provided that Transnet notifies the Service Provider of any such refusal [with reasons why]. The

reasonable exclusion of any such individual from such premises shall not relieve the Service Provider

from the performance of its obligations under this Agreement.

10.5 The Service Provider agrees to use all reasonable endeavours to ensure the continuity of its

Personnel assigned to perform the Services. If any re-assignment by the Service Provider of those

Personnel is necessary, or if Transnet advises that any such Personnel assigned are in any respect

unsatisfactory, including where any such Personnel are, or are expected to be or have been absent

for any period, then the Service Provider will promptly supply a replacement of equivalent calibre

and experience, and any such replacement shall be approved by Transnet prior to commencing

provision of the Services, such approval not to be unreasonably withheld or delayed.

11 subcontracting

11.1 The Supplier/Service Provider may only enter into a subcontracting arrangement or replace a

subcontractor with the approval of Transnet.

11.2 If the Supplier/Service Provider subcontracts a portion of the contract to another person without

declaring it to Transnet reserves the right to penalise the Supplier/Service Provider up to 10% of the

value of the contract.

11.3 Where the Supplier/Service Provider seeks to replace a subcontractor Transnet shall be entitled to

obtain representations or input from the initial subcontractor who was part of the tender process

whose credentials were used in the Supplier/Service Provider’s tender submission. Transnet shall

consider input from all parties concerned, in order to take a decision on the proposed replacement of

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the subcontractor. The subcontracting arrangement or contract remains between the Supplier/Service

Provider (main contractor) and the subcontractor.

11.4 Should Transnet approve the Supplier’s/Service Provider’s subcontracting arrangement, the

Supplier/Service Provider and not the Sub-contractor will at all times be held liable for performance in

terms of its contractual obligations.

11.5 The Supplier/Service Provider may not subcontract in such a manner that the the overall value of the

contract is reduced to below the stipulated minimum threshold.

11.6 The Supplier/Service Provider may not subcontract more than 25% of the value of the contract to any

other enterprise that does not have an equal or higher B-BBEE status level of contributor than the

Supplier/Service Provider, unless the contract is subcontracted to an Exempted Micro Enterprise

(EME) that has the capability and ability to execute the Subcontract.

12 payment to sub-contractors

12.1 Transnet reserves the right, in its sole discretion, to make payment directly to the sub-contractor of

the Supplier/Service Provider, subject to the following conditions:

a) Receipt of an undisputed invoice from the sub-contractor; and

b) Receipt of written confirmation from the Supplier/Service Provider that the amounts claimed

by the sub-contractor are correct and that the services for which the sub-contractor has

requested payment were rendered to the satisfaction of the Supplier/Service Provider,

against the required standards.

12.2 Nothing contained in this clause must be interpreted as bestowing on any sub-contractor a right or

legitimate expectation to be paid directly by Transnet. Furthermore, this clause does not bestow any

right or legitimate expectation on the Supplier/Service provider to demand that Transnet pay its sub-

contractor directly. The decision to pay any sub-contractor directly, remains that of Transnet alone.

12.3 The Supplier/Service Provider remains liable for its contractual obligations under the Agreement,

including all services rendered by the sub-contractor.

12.4 This clause does not establish any contractual relationship between Transnet and any sub-contractor

of the Supplier/Service Provider, whatsoever.

13 b-bbee and socio-economic obligations

13.1 B-BBEE Scorecard

a) Transnet fully endorses and supports the Broad-Based Black Economic Empowerment

Programme and is strongly of the opinion that all South African business enterprises have an

equal obligation to redress the imbalances of the past.

b) In response to this requirement, the Supplier/Service Provider shall submit to Transnet’s

Contract Manager or such other designated person details of its B-BBEE status in terms of

the latest Codes of Good Practice issued in terms of the B-BBEE Act and proof thereof at the

beginning of March each year during the currency of this Agreement.

c) The Supplier/Service Provider undertakes to notify and provide full details to Transnet in the

event there is:

(i) a change in the Supplier’s/Service Provider’s B-BBEE status which is less than what it

was at the time of its appointment including the impact thereof; and

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Uitenhage plant and Cape Corridor depots for a period of 3 years on an “as and when required” basis

(ii) a corporate or internal restructure or change in control of the Supplier/Service

Provider which has or likely to impact negatively on the Supplier’s/ Service Provider’s

B-BBEE status.

d) Notwithstanding any other reporting requirement in terms hereof, the Supplier Service

Provider undertakes to provide any B-BBEE data (underlying data relating to the Supplier

/Service Provider which has been relied upon or utilised by a verification agency or auditor

for the purposes of issuing a verification certificate in respect of the Supplier/Service Provider

B-BBEE status) which Transnet may request on written notice within 30 (thirty) calendar

days of such request. A failure to provide such data shall constitute a Supplier/ Service

Provider Default and may be dealt with in accordance with the provisions of clause 249.

e) In the event there is a change in the Supplier’s/ Service Provider’s B-BBEE status, then the

provisions of clause 249 shall apply.

13.2 Green Economy/Carbon Footprint

a) The Supplier/Service Provider has in its bid provided Transnet with an understanding of the

Supplier’s/Service Provider’s position with regard to issues such as waste disposal, recycling

and energy conservation.

13.3 Reporting

a) The Supplier/Service Provider shall monitor, audit, and record in an auditable manner, its

own implementation and compliance with its Local Content obligations (if applicable) and

provide the Contract Manager with such information as the Contract Manager may

reasonably request concerning its Local Content obligations.

b) The Supplier/Service Provider shall, on a monthly basis from the Commencement Date and

within 7 (seven) calendar days of the end of the previous calendar month, provide Transnet

with a report (for monitoring purposes only) in respect of each of the undertakings stipulated

in this clause.

14 job-creation

14.1 In terms of Section 7 of the RFP, the Supplier has undertaken to create new jobs (either by

them or their subcontractor).

The bidder will be required to Create/ Preserve jobs within the Local community to: Black

Women, Black Youth, People living with disabilities

The successful bidder(s) will be required to meet the requirements of any condition stated in

this section. Failure to meet any of the conditions, may result in the contract not being

concluded between Transnet and the successful bidder.

15 penalties

15.1 Penalties for Non-compliance to Service Level Agreement

Where the Supplier/Service Provider fails to deliver the Goods/Services within the agreed and

accepted milestone timelines and provided that the cause of the delay was not due to a fault of

Transnet, penalties shall be imposed at 1.5%.

Transnet Agreement No ............ of 35

Agreement between Transnet and ............

For the supply/provision for the provision of general and hazardous waste management services for Transnet Engineering,

Uitenhage plant and Cape Corridor depots for a period of 3 years on an “as and when required” basis

i. In order to guarantee that the Supplier meets its obligations in terms of the Local

Content Plan or its committed local content undertaking, Transnet shall be entitled to

retain a Non-compliance Penalty at the rate of 2% of every monthly payment due by

Transnet to the Supplier over the contract period (“the Local Content Retention

Amount”). The Local Content Retention Amount shall be set off against any penalties

payable by the Supplier at any milestone assessment.

a) Should no penalties be imposed during the duration of the contract, Transnet shall refund

the full value of the Local Content Retention Amount to the Supplier at the end of the

contract period.

b) Should any unpaid penalties remain at the end of the contract period, then without limiting

other rights that Transnet may have in law, the Supplier shall forfeit the Local Content

Retention Amount and shall have no further claim against Transnet for the repayment of

such amount.

Non-compliance Penalty Certificate:

c) If any Non-compliance Penalty arises, the Supplier Development Manager shall issue a Non-

compliance Penalty Certificate on the last day of each month during such Non-compliance

indicating the Non-compliance Penalties which have accrued during that period.

d) A Non-compliance Penalty Certificate shall be prima facie proof of the matters to which it

relates. If the Supplier disputes any of the amounts set out in a Non-compliance Penalty

a description of the risks and a description of the actions which are to be taken to avoid or reduce

these risks which both Parties shall jointly determne.

7.2 Contract progress meetings shall be held monthly, or unless otherwise agreed between the Parties

in writing. The purposes of these progress meetings shall be to capture the number of late

deliverables against agreed milestones, actual costs against payment plans, performance issues or

concerns, contract requirements not achieved, the status of previous corrective actions and risk

management. Minutes of meetings shall be maintained and signed off between the Parties

throughout the contract period

8 transnet’s obligations

8.1 Transnet undertakes to promptly comply with any reasonable request by the Supplier/Service

investigate and remedy the non-conformance within the stipulated time frame as may be

determinedbyTransnetatitsdiscretion.

22.2 Failure by the Supplier/Service Provider to fully comply with NCR within the period stated in sub-

clause 26.1 above, shall entitle Transnet to further conditions to which the Supplier/ Service

Interest on late payments is charged at Standard Bank of South Africa's prime rate from the due date until payment is made. VAT is included as a separate item where appropriate.

the dispute shall be resolved in accordance with the provisions of the Agreement; and

if pursuant to that referral, it is determined that the Supplier owes any amount to Transnet pursuant to the Non-compliance Penalty Certificate, then the Supplier shall pay such amount to Transnet within 10 (ten) Business Days of the determination made pursuant to such determination and an accompanying valid Tax Invoice. Payment of Non-compliance Penalties

Subject to Clause i) above, the Supplier shall pay the Non-compliance Penalty indicated in the Non-compliance Penalty Certificate within 10 (ten) Business Days of Transnet issuing a valid Tax Invoice to the Supplier for the amount set out in that certificate. If Transnet does not issue a valid Tax Invoice to the Supplier for Non-compliance Penalties accrued during any relevant period, those Non-compliance Penalties shall be carried forward to the next period.

The Supplier shall pay the amount due within 10 (ten) days after receipt of a valid Tax Invoice from Transnet, failing which Transnet shall, without prejudice to any other rights of Transnet under this Agreement, be entitled to call for payment which may be in any form Transnet deems reasonable and appropriate.

It is agreed that Transnet, the DTI, the South African Bureau of Standards and/or any of their appointed agents shall be entitled to monitor, evaluate and audit the Contractor’s compliance with its obligations under the Local Content Plan. To this end, the Contractor shall provide its full cooperation to the respective bodies referred to in this clause to ensure that effective monitoring, evaluation and auditing takes place. Transnet Agreement No ............ of 35 Agreement between Transnet and ............ For the supply/provision for the provision of general and hazardous waste management services for Transnet Engineering, Uitenhage plant and Cape Corridor depots for a period of 3 years on an “as and when required” basis

The Non Compliance Penalties set forth in this Clause are stated exclusive of VAT. Any VAT payable on Non Compliance Penalties will be for the account of the Supplier. 15.2 Non-compliance penalties for subcontracting

Breach of subcontracting obligations provides Transnet cause to terminate the contract in certain cases where there is a material Non-compliance.

If the Supplier/Service Provider fails to achieve its subcontracting commitments as per their bid submission (“a Non-Compliance”), the Supplier/Service Provider shall pay a Non- Compliance penalty (“Non-compliance Penalty”) to Transnet in respect of such Non- compliance.

Such penalty shall be calculated based on the difference in value between the committed and delivered subcontracting value (i.e. 100% of the undelivered subcontracting value) plus an additional 10% (ten per cent) of such difference. Non-compliance Penalty Certificate

If any Non-compliance Penalty arises, the Supplier Development Manager shall issue a Non- compliance Penalty Certificate 90 business days before the expiry of the contract indicating the Non-compliance Penalties which have accrued during that period.

A Non-compliance Penalty Certificate shall be prima facie proof of the matters to which it relates. If the Supplier/Service Provider disputes any of the amounts set out in a Non- compliance Penalty Certificate

if pursuant to that referral, it is determined that the Supplier/Service Provider owes any amount to Transnet pursuant to the Non-compliance Penalty Certificate, then the Supplier/Service Provider shall pay such amount to Transnet within 10 (ten) Business Days of the determination made pursuant to such determination and an accompanying valid Tax Invoice. Payment of Non-compliance Penalties

Subject to Clause (e) above, the Supplier/Service Provider shall pay the Non-compliance Penalty indicated in the Non-compliance Penalty Certificate within 10 (ten) Business Days of Transnet issuing a valid Tax Invoice to the Supplier/Service Provider for the amount set out in that certificate. If Transnet does not issue a valid Tax Invoice to the Supplier/Service Provider for Non-compliance Penalties accrued during any relevant period, those Non- compliance Penalties shall be carried forward to the next period.

The Supplier/Service Provider shall pay the amount due within 10 (ten) days after receipt of a valid Tax Invoice from Transnet, failing which Transnet shall, without prejudice to any other rights of Transnet under this Agreement, be entitled to call for payment which may be in any form Transnet deems reasonable and/or appropriate.

Should the Supplier/Service Provider fail to pay any Non Compliance Penalties within the time indicated above (as applicable), Transnet shall be entitled to deduct (set off) the amount not paid by the Supplier/Service Provider from the account of the Supplier/Service Provider in the ensuing month. Transnet Agreement No ............ of 35 Agreement between Transnet and ............ For the supply/provision for the provision of general and hazardous waste management services for Transnet Engineering, Uitenhage plant and Cape Corridor depots for a period of 3 years on an “as and when required” basis

The Non Compliance Penalties set forth in this Clause are stated exclusive of VAT. Any VAT payable on Non Compliance Penalties will be for the account of the Supplier/Service Provider. 15.3 Non-compliance penalties for Job Creation

Breach of job creation obligations provides Transnet cause to terminate the contract in certain cases where there is a material Non-compliance.

If the Supplier/Service Provider fails to achieve its job creation commitments as per their bid submission (“a Non-Compliance”), the Supplier/Service Provider shall pay a Non- Compliance penalty (“Non-compliance Penalty”) to Transnet in respect of such Non- compliance.

Such penalty shall be calculated based on the difference between the committed and delivered jobs. For every job not created, a penalty of 2% of the contract value will be applied. Non-compliance Penalty Certificate

Should the Supplier/Service Provider fail to pay any Non Compliance Penalties within the time indicated above (as applicable), Transnet shall be entitled to deduct (set off) the amount not paid by the Supplier/Service Provider from the account of the Supplier/Service Provider in the ensuing month. The Non Compliance Penalties set forth in this Clause are stated exclusive of VAT. Any VAT payable on Non Compliance Penalties will be for the account of the Supplier/Service Provider. Transnet Agreement No ............ of 35 Agreement between Transnet and ............ For the supply/provision for the provision of general and hazardous waste management services for Transnet Engineering, Uitenhage plant and Cape Corridor depots for a period of 3 years on an “as and when required” basis 16 FEES AND EXPENSES RELATING TO SERVICES 16.1 In consideration of the provision of the Services, Transnet will pay to the Service Provider the Fees detailed in the relevant schedule or Work Order. 16.2 Transnet will not be invoiced for materials used in the provision of the Services save for those materials [if any] set out in the Work Order and accepted by Transnet or in any relevant Work Order [which will be invoiced to Transnet at cost]. 16.3 Unless otherwise agreed in a schedule or Work Order, Transnet will reimburse to the Service Provider all reasonable and proper expenses incurred directly and solely in connection with the provision of the Services, provided that all such expenses

are agreed by Transnet in advance;

are incurred in accordance with Transnet’s standard travel and expenses policies;

are passed on to Transnet at cost with no administration fee; and

will only be reimbursed if supported by relevant receipts. 16.4 All Tax Invoices relating to Fees, out of pocket expenses and, if applicable, travel and accommodation costs, will provide the detail for each of the Personnel carrying out the Services and incurring the expenses, and the Tax Invoice will, where appropriate, include VAT as a separate item. 17 INVOICES AND PAYMENT 17.1 Transnet shall pay the Supplier/Service Provider the amounts stipulated in each Purchase Order/Work Order, subject to the terms and conditions of this Agreement. 17.2 Transnet shall pay such amounts to the Supplier/Service Provider upon receipt of a valid and undisputed Tax Invoice together with the supporting documentation, as specified in the Schedule of Requirements appended hereto, once the valid and undisputed Tax Invoices or such portions of the Tax Invoices which are valid and undisputed become due and payable to the Supplier/Service Provider for the delivery of the Goods/Services ordered, in terms of clause 17.5 below. 17.3 Transnet may, pending an investigation, withhold any payments to the Supplier/Service Provider, in the case where irregular expenditure has been identified in the particular contract and that there is reasonable suspicion that the Supplier/Service Provider is involved or was aware that the contract transgressed any legislation. 17.4 All Prices set out in this Agreement and the Schedule of Requirements hereto are to be indicated inclusive and exclusive of VAT, which will be payable at the applicable rate in ZAR. 17.5 Unless otherwise provided for in the Schedule of Requirements appended to this Agreement, Tax Invoices shall be submitted together with a month-end statement. Payment against such month- end statement shall be made by Transnet within 30 [thirty] calendar days after date of receipt by Transnet of the Supplier’s/Service Provider’s statement together with the relevant valid and undisputed Tax Invoice(s) and supporting documentation. 17.6 Where the payment of any Tax Invoice, or any part of a Tax Invoice which is not in dispute, is not made in accordance with this clause, the Supplier/Service Provider shall be entitled to charge interest on the outstanding amount, at The Standard Bank of South Africa’s prime rate of interest in force, for the period from the due date of payment until the outstanding amount is paid. Transnet Agreement No ............ of 35 Agreement between Transnet and ............ For the supply/provision for the provision of general and hazardous waste management services for Transnet Engineering, Uitenhage plant and Cape Corridor depots for a period of 3 years on an “as and when required” basis 17.7 The Supplier/Service Provider shall remain the owner of all plant, material, machinery, equipment and the like [collectively, the Supplier’s Goods] provided to Transnet until Transnet has paid in full for the Supplier’s Goods, it being specifically agreed that Transnet shall acquire no rights [including liens] of whatsoever nature in such Supplier’s Goods until date of final payment by Transnet. Subject to the aforegoing, all risk and benefit to the Supplier’s Goods shall pass from the Supplier to Transnet on delivery of the Supplier’s Goods by the Supplier to Transnet. 18 PRICE ADJUSTMENTS 18.1 Prices for Goods/Services supplied in terms of this Agreement shall be subject to review as indicated in the Schedule of Requirements/Works Order annexed hereto. 18.2 No less than 2 [two] months prior to any proposed Price adjustment, the Parties shall commence negotiations for Prices for the next period or as otherwise indicated in Schedule 1 hereto. The Parties shall have regard for market-related pricing of equivalent goods, continuous improvement initiatives, costs [including labour, raw materials and transport/delivery], order size and frequency and changes to the specification of the Goods/Services. 18.3 Pursuant to clause 18.2 above, the Supplier/Service Provider shall keep full and accurate records of all costs associated with the supply of the Goods/Services to Transnet, in a form to be approved in writing by Transnet. The Supplier/Service Provider shall produce such records to Transnet for inspection at all reasonable times on request and such records may, at Transnet's option, be audited by Transnet or its designated representatives. 18.4 Should Transnet and the Supplier/Service Provider fail to reach an agreement on Price for the successive period, either Party shall be entitled to submit this matter to dispute resolution in accordance with clause 34 of the Master Agreement [Dispute Resolution]. 18.5 If during the period of this Agreement Transnet can purchase similar Goods/Services of a like quality from another supplier at a total delivered cost to a Transnet facility that is lower than the total delivered cost of the Goods/Services purchased hereunder from the Supplier/Service Provider, Transnet may notify the Supplier/Service Provider of such total delivered cost and the Supplier/Service Provider shall have an opportunity to adjust the Price of the Goods/Services purchased hereunder, on such a basis as to result in the same total delivered cost to Transnet, within 30 [thirty] calendar days of such notice. If the Supplier/Service Provider fails to do so or cannot legally do so, Transnet may (i) purchase the Goods/Services from such other supplier in which case the obligations, including, but not limited to, any purchase and sale requirements and/or commitments, if any, of Transnet and the Supplier/Service Provider hereunder shall be reduced accordingly; (ii) terminate this Agreement without any penalty, liability or further obligation; or (iii) continue purchases under this Agreement. 18.6 If during the period of this Agreement the Supplier/Service Provider sells any materials which are the same as, equivalent to, or substantially similar to the Goods/Services herein, at a total delivered cost to a third party lower than the total delivered cost to a Transnet facility, then the Supplier/Service Provider has an opportunity to adjust its Price for the Goods/Services purchased hereunder within 30 [thirty] calendar days so that the Price is the same or lower than the total delivered cost of such third party. If the Supplier/Service Provider fails to do so or cannot legally do so, Transnet may (i) purchase the Goods/Services from any other such supplier, in which case the obligations, including, but not limited to, any purchase and sale requirements and/or Transnet Agreement No ............ of 35 Agreement between Transnet and ............ For the supply/provision for the provision of general and hazardous waste management services for Transnet Engineering, Uitenhage plant and Cape Corridor depots for a period of 3 years on an “as and when required” basis commitments, if any, of Transnet and the Supplier/Service Provider hereunder shall be reduced accordingly; or (ii) terminate this Agreement without any penalty, liability or further obligation. Within 30 [thirty] calendar days of the Commencement Date of this Agreement or at any time Transnet so requests, the Supplier/Service Provider shall certify in writing to Transnet that it is in compliance with this clause and shall provide all information that Transnet reasonably requests in order to verify such compliance. 19 WARRANTIES APPLICABLE TO SERVICES 19.1 The Service Provider warrants to Transnet that

it has full capacity and authority to enter into and to perform this Agreement and that this Agreement is executed by a duly authorised representatives of the Service Provider;

it will discharge its obligations under this Agreement and any annexure, appendix or schedule hereto with all due skill, care and diligence;

it will be solely responsible for the payment of remuneration and associated benefits, if any, of its Personnel and for withholding and remitting income tax for its Personnel in conformance with any applicable laws and regulations;

it will procure licences for Transnet in respect of all Third Party Material detailed in the Work Order(s), and will procure the right for Transnet to take such copies [in whole or in part] of such Third Party Materials as it may reasonably require for the purposes of back-up for archiving and disaster recovery; and

the use or possession by Transnet of any Materials will not subject Transnet to any claim for infringement of any Intellectual Property Rights of any third party. 19.2 The Service Provider warrants that it will perform its obligations under this Agreement in accordance with the Service Levels as defined in the relevant schedule. Transnet may at its discretion audit compliance with the Service Levels, provided that any such audit is carried out with reasonable prior notice and in a reasonable way so as not to have an adverse effect on the performance of the Services. Without prejudice to clause 19.3 below, in the event that the Service Provider fails to meet the Service Levels, Transnet may claim appropriate service credits or invoke a retention of Fees as detailed in the relevant schedule and/or Work Order. 19.3 The Service Provider warrants that for a period of 90 [ninety] calendar days from Acceptance of the Deliverables they will, if properly used, conform in all material respects with the requirements set out in the relevant schedule. The Service Provider will at its expense remedy any such non- conformance as soon as possible but in any event within 30 [thirty] calendar days of notification by Transnet. In the event that the Service Provider fails or is unable to remedy such non-conformance within such time-scale, Transnet will be entitled to employ a third party to do so in place of the Service Provider and any excess charges or costs incurred by Transnet as a result shall be paid by the Service Provider. 19.4 The Service Provider will remedy any defect within 30 [thirty] calendar days of being notified of that defect by Transnet in writing. 19.5 The Service Provider will not be liable to remedy any problem arising from or caused by any modification made by Transnet to the Deliverables, or any part thereof, without the prior approval of the Service Provider. Transnet Agreement No ............ of 35 Agreement between Transnet and ............ For the supply/provision for the provision of general and hazardous waste management services for Transnet Engineering, Uitenhage plant and Cape Corridor depots for a period of 3 years on an “as and when required” basis 19.6 The Service Provider shall advise Transnet of the effects of any steps proposed by Transnet pursuant to clause 19.5 above, including but not limited to any cost implications or any disruption or delay in the performance of the Services. The Parties agree that any changes to the Services, including the charges for the Services or any timetables for delivery of the Services, will be agreed in accordance with the change control procedure, as set out in clause 37 [AmendmentandChange Control]. 19.7 The Service Provider warrants that

it has, using the most up-to-date software available, tested for [and deleted] all commonly known viruses in the Materials and for all viruses known by the Service Provider at the date of the relevant Work Order; and

B-BBEE Details: ........................................................... 9

9 general obligations of the supplier/service provider ........................................................... 9

10 service provider’s personnel ................................................................................................... 12

11 subcontracting .......................................................................................................................... 12

12 payment to sub-contractors .................................................................................................... 13

13 b-bbee and socio-economic obligations .................................................................................. 13

14 job-creation ............................................................................................................................... 14

15 penalties ..................................................................................................................................... 14

16 fees and expenses relating to services .................................................................................. 18

17 invoices and payment................................................................................................................. 18

18 price adjustments ...................................................................................................................... 19

19 warranties applicable to services .......................................................................................... 20

20 third party indemnity ............................................................................................................... 21

21 total or partial failure to perform ..................................................

The agreement includes B-BBEE obligations, requiring the supplier to maintain its B-BBEE status and report any changes. It also includes local content requirements, with penalties for non-compliance, and a requirement to create or preserve jobs within the local community.

the Goods or any part thereof;

2.29 Subcontractor means the third party with whom the Supplier/Service Provider enters into a

Subcontract;

2.30 Tax Invoice means the document as required by Section 20 of the VAT Act, as may be amended

from time to time;

2.31 Trade Marks mean registered Trade Marks and Trade Mark applications and include any sign or

logo, or combination of signs and/or logos capable of distinguishing the goods or services of one

undertaking from those of another undertaking;

2.32 VAT means Value-Added Tax chargeable in terms of the VAT Act, , as may be amended

from time to time; and

2.33 VAT Act means the Value Added Tax Act, No , as may be amended from time to time.

2.34 Work Order(s) means a detailed scope of work for a Service required by Transnet, including

timeframes, Deliverable, Fees and costs for the supply of the Service to Transnet, which may be

appended to this Agreement from time to time.

6.1 Notwithstanding the date of signature hereof, the Commencement Date if this Agreement is TBA

and the duration shall be for a TBA [TBA] year period, expiring on TBA unless:

a) this Agreement is terminated by either Party in accordance with the provisions incorporated

herein or in any schedules or annexures appended hereto, or otherwise in accordance with

law or equity; or

b) this Agreement is extended at Transnet’s option for a further period to be agreed by the

Uitenhage plant and Cape Corridor depots for a period of 3 years on an “as and when required” basis

c) conduct its business in a professional manner which will reflect positively upon the

Supplier/Service Provider and the Supplier’s/Service Provider’s products/services;

d) keep full records clearly indicating all transactions concluded by the Supplier/Service Provider

relating to the delivery of the Goods/Services and keep such records for at least 5 [five]

years from the date of each such transaction;

e) obtain, and at all times maintain in full force and effect, any and all licences, permits and the

like required under applicable laws for the provision of the Goods/Services and ancillary

Services and the conduct of the business and activities of the Supplier/Service Provider;

f) observe and ensure compliance with all requirements and obligations as set out in the labour

and related legislation of South Africa, including the Occupational Health and Safety Act, , as may be amended from time to time;

g) observe and ensure compliance with all requirements and objectives of the Transnet Supplier

Uitenhage plant and Cape Corridor depots for a period of 3 years on an “as and when required” basis

with the specified railway safety requirements and/or regulations. The Supplier and/or its

between Transnet and any Service Provider Personnel under any circumstances regardless of the

degree of supervision that may be exercised over the Personnel by Transnet.

10.2 The Service Provider warrants that all its Personnel will be entitled to work in South Africa or any

other country in which the Services are to be performed.

10.3 The Service Provider will ensure that its Personnel comply with all reasonable requirements made

known to the Service Provider by Transnet concerning conduct at any Transnet premises or any

other premises upon which the Services are to be performed [including but not limited to security

regulations, policy standards and codes of practice and health and safety requirements]. The

in place.

19.10 In compliance with the National Railway Safety Regulator Act, , the Service Provider shall

ensure that the Services, to be supplied to Transnet under the terms and conditions of this

Agreement, comply fully with the specifications as set forth in Schedule 1 hereto, and shall thereby

adhere [as applicable] to railway safety requirements and/or regulations. Permission for the

engagement of a Subcontractor by the Service Provider [as applicable] shall be subject to a review

of the capability of the proposed Subcontractor to comply with the specified railway safety

requirements and/or regulations. The Service Provider and/or its Subcontractor shall grant Transnet

access, during the term of this Agreement, to review any safety-related activities, including the

coordination of such activities across all parts of its organisation.

the purpose of, but not limited to, risk assessment, contract award, contract management, auditing,

legal opinions/litigation, investigations (if applicable), document storage for the legislatively required

period, destruction, de-identification and publishing of personal information by Transnet and/or its

authorised appointed third parties.

d) The Parties agree that they may obtain and have access to personal information for the fulfilment of

the rights and obligations contained herein. In performing the obligations as set out in this Agreement,

the Parties shall at all times ensure that:

i. they process personal information only for the express purpose for which it was obtained;

ii. once processed for the purposes for which it was obtained, all personal information will be

destroyed to an extent that it cannot be reconstructed to its original form, subject to any legal

retention requirements;

iii. Personal information is provided only to authorised personnel who strictly require the personal

information to carry out the Parties’ respective obligations under this Agreement;

iv. they do not disclose personal information of the other Party, other than in terms of this

Agreement;

v. they have all reasonable technical and organisational measures in place to protect all personal

information from unauthorised access and/or use;

vi. they have appropriate technical and organisational measures in place to safeguard the security,

integrity and authenticity of all information in their possession or under their control in terms of

this Agreement;

vii. they identify all reasonably foreseeable internal and external risks to personal information in

their possession or under their control; establish and maintain appropriate safeguards against

the risks identified; regularly verify that the safeguards are effectively implemented; and ensure

that the safeguards are continually updated in response to new risks or deficiencies in previously

implemented safeguards;

viii. such personal information is protected against unauthorised or unlawful processing, accidental

loss, destruction or damage, alteration, disclosure or access.

Transnet Agreement No ............ of 35

The supplier must have an environmental management policy and ensure its products and services are procured and produced in an environmentally responsible manner.

1 introduction ................................................................................................................................ 4

2 definitions .................................................................................................................................... 4

3 interpretation ............................................................................................................................. 7

4 nature and scope ......................................................................................................................... 8

5 authority of parties ................................................................................................................... 8

6 duration/term and cancellation ............................................................................................... 9

7 risk management .......................................................................................................................... 9

8 transnet’s obligations................................................................................................................ 9

9 general obligations of the supplier/service provider ........................................................... 9

10 service provider’s personnel ................................................................................................... 12

11 subcontracting .......................................................................................................................... 12

12 payment to sub-contractors .................................................................................................... 13

13 b-bbee and socio-economic obligations .................................................................................. 13

14 job-creation ............................................................................................................................... 14

15 penalties ..................................................................................................................................... 14

16 fees and expenses relating to services .................................................................................. 18

17 invoices and payment................................................................................................................. 18

18 price adjustments ...................................................................................................................... 19

19 warranties applicable to services .......................................................................................... 20

20 third party indemnity ............................................................................................................... 21

21 total or partial failure to perform ....................................................................................... 21

22 non conformance of goods/services procured ..................................................................... 22

23 rights on cancellation ............................................................................................................. 22

24 breach and termination ............................................................................................................ 23

25 cessions and assignments as per nt instruction note /2023 ............................... 24

26 force majeure ............................................................................................................................. 24

27 protection of personal information ...................................................................................... 25

28 confidentiality .......................................................................................................................... 27

29 insurances .................................................................................................................................. 28

30 limitation of liability ............................................................................................................... 29

31 intellectual property rights ................................................................................................... 30

32 non-waiver .................................................................................................................................. 32

33 partial invalidity ....................................................................................................................... 32

34 dispute resolution .................................................................................................................... 32

35 addresses for notices ............................................................................................................... 32

36 whole and only agreement ....................................................................................................... 33

37 amendment and change control .............................................................................................. 33

38 general ........................................................................................................................................ 34

39 database of restricted supplier .............................................................................................. 34

Transnet Agreement No ............ of 35

meaning assigned thereto in this clause, except where the context clearly requires otherwise:

2.1 AFSA means the Arbitration Foundation of South Africa;

2.2 Agreement means this Agreement and its associated schedules and/or annexures and/or

appendices, and/or schedules, including the Schedule of Requirements/Work Orders, the technical

specifications for the Goods/Services and such special conditions as shall apply to this Agreement,

together with the General Tender Conditions and any additional provisions in the associated bid

documents tendered by the Service Provider [as agreed, in writing, between the Parties], which

collectively and exclusively govern the provision of Services and provision of ancillary Services by

the Service Provider to Transnet;

2.3 Assignment refers to the transfer of rights and obligations in a contract from an assigner to an

assignee.

2.4 Background Intellectual Property means all Intellectual Property introduced and required by

either Party to give effect to their obligations under this Agreement owned in whole or in part by or

licensed to either Party or their affiliates prior to the Commencement Date or developed after the

Commencement Date otherwise pursuant to this Agreement;

2.5 Business Day(s) means Mondays to Fridays between 07:30 and 16:00, excluding public holidays

as proclaimed in South Africa;

2.6 Cession refers to the transfer of only the rights a service provider has in terms of a contract from it

to a third party.

2.7 Commencement Date means TBA, notwithstanding the signature date of this Agreement;

Transnet Agreement No ............ of 35

Uitenhage plant and Cape Corridor depots for a period of 3 years on an “as and when required” basis

2.8 Confidential Information means any information or other data, whether in written, oral, graphic

or in any other form such as in documents, papers, memoranda, correspondence, notebooks,

reports, drawings, diagrams, discs, articles, samples, test results, prototypes, designs, plans,

formulae, patents, or inventor’s certificates, which a Party discloses or provides to the other Party

[intentionally or unintentionally, or as a result of one Party permitting the representative of the

other Party to visit any of its premises], or which otherwise becomes known to a Party, and which is

not in the public domain and includes, without limiting the generality of the term:

a) information relating to methods of operation, data and plans of the disclosing Party;

b) the contents of this Agreement;

c) private and personal details of employees or clients of the disclosing Party or any other

person where an onus rests on the disclosing Party to maintain the confidentiality of such

information;

d) any information disclosed by either Party and which is clearly marked as being confidential or

secret;

e) information relating to the strategic objectives and planning of the disclosing Party relating to

its existing and planned future business activities;

f) information relating to the past, present and future research and development of the

disclosing Party;

g) information relating to the business activities, business relationships, products, services,

customers, clients and Subcontractors of the disclosing Party where an onus rests on the

disclosing Party to maintain the confidentiality of such information;

h) information contained in the software and associated material and documentation belonging

to the disclosing Party;

i) technical and scientific information, Know-How and trade secrets of a disclosing Party

including inventions, applications and processes;

j) Copyright works;

k) commercial, financial and marketing information;

l) data concerning architecture, demonstrations, tools and techniques, processes, machinery

and equipment of the disclosing Party;

m) plans, designs, concepts, drawings, functional and technical requirements and specifications

of the disclosing Party;

n) information concerning faults or defects in Goods, equipment, hardware or software or the

incidence of such faults or defects; and

o) information concerning the charges, fees and/or costs of the disclosing Party or its

authorised Subcontractors, or their methods, practices or service performance levels actually

achieved;

2.9 Copyright means the right in expressions, procedures, methods of operations or mathematical

concepts, computer program codes, compilations of data or other material, literary works, musical

works, artistic works, sound recordings, broadcasts, program carrying signals, published editions,

photographic works, or cinematographic works of the copyright owner to do or to authorise the

doing of certain acts specified in respect of the different categories of works;

Transnet Agreement No ............ of 35

Uitenhage plant and Cape Corridor depots for a period of 3 years on an “as and when required” basis

2.10 Data means all data, databases, documents, information, graphics, text or other material in an

electronic or tangible medium which the Parties to this Agreement generate, collect, process, store

or transmit in relation to their business;

2.11 Designs mean registered Designs and/or Design applications and will include the monopoly right

granted for the protection of an independently created industrial design including designs dictated

essentially by technical or functional considerations as well as topographies of integrated circuits

and integrated circuits;

2.12 Expiry Date means TBA;

2.13 Foreground Intellectual Property means all Intellectual Property developed by either Party

pursuant to this Agreement;

2.14 ICC Incoterms means the the latest version of commercial trade terms as published by the

International Chamber of Commerce, Paris [ICC], which are otherwise referred to as purchase terms

and which define precisely the responsibilities, costs and risks of the buyer [Transnet] and the

seller [the Supplier]. Incoterms are only applicable to contracts involving the import or export of

the designated Incoterm as stipulated in Schedule 1 hereto. Further details of the Incoterm

[purchase terms] for this Agreement, if applicable, can be viewed at the International Business

Training website - http://www.i-b-t.net/incoterms.html;

2.15 Intellectual Property means Patents, Designs, Know-How, Copyright and Trade Marks and all

rights having equivalent or similar effect which may exist anywhere in the world and includes all

future additions and improvements to the Intellectual Property;

2.16 Know-How means all Confidential Information of whatever nature relating to the Intellectual

Transnet’s field of technology, including technical information, processing or manufacturing

techniques, Designs, specifications, formulae, systems, processes, information concerning materials

and marketing and business information in general;

2.17 Parties mean the Parties to this Agreement together with their subsidiaries, divisions, business

units, successors-in-title and assigns;

2.18 Party means either one of these Parties;

2.19 Patents mean registered Patents and Patent applications, once the latter have proceeded to grant,

and includes a right granted for any inventions, products or processes in all fields of technology;

2.20 Permitted Purpose means any activity or process to be undertaken or supervised by a Staff

member of one Party during the term of this Agreement, for which purpose authorised disclosure of

the other Party’s Confidential Information or Intellectual Property is a prerequisite in order to enable

such activity or process to be accomplished;

2.21 Price(s) means the agreed Price(s) for the Goods/Services to be purchased from the

for any purpose or in any form whatsoever.

5.2 Neither Party shall be entitled to, or have the power or authority to:

a) enter into an agreement in the name of the other; or

b) give any warranty, representation or undertaking on the other's behalf; or

c) create any liability against the other or bind the other’s credit in any way or for any purpose

whatsoever.

Transnet Agreement No ............ of 35

6.2 Notwithstanding clause 244 [Breach and Termination], either Party may cancel this Agreement

without cause by giving 30 [thirty] calendar days prior written notice thereof to the other Party,

provided that in such instance, this Agreement will nevertheless be applicable in respect of all

information is subject to any internal security rules and requirements and subject to the observance

by the Supplier/Service Provider of its confidentiality obligations under this Agreement.

8.2 The Supplier/Service Provider shall give Transnet reasonable notice of any information it requires.

8.3 Transnet agrees to provide the Supplier/Service Provider or its Personnel such access to and use of

its facilities as is necessary to allow the Supplier/Service Provider to perform its obligations under

this Agreement.

9.1 The Supplier/Service Provider shall:

a) respond promptly to all complaints and enquiries from Transnet;

b) inform Transnet immediately of any dispute or complaint arising in relation to the storage or

delivery of the Goods;

Transnet Agreement No ............ of 35

terms of the Agreement, to terminate this Agreement forthwith without any liability and

without prejudice to any claims which Transnet may have for damages against the

between the Parties;

i) not allow a conflict of interest to develop between its own interests [or the interests of any

of its other customers] and the interests of Transnet;

j) not accept or offer, nor allow, induce or promote the acceptance or offering of any gratuity,

enticement, incentive or gift that could reasonably be regarded as bribery or an attempt to

otherwise exert undue influence over the recipient;

k) not mislead Transnet or its officers, employees and stakeholders, whether by act or

omission;

l) not otherwise act in an unethical manner or do anything which could reasonably be expected

to damage or tarnish Transnet’s reputation or business image;

m) immediately report to Transnet any unethical, fraudulent or otherwise unlawful conduct of

which it becomes aware in connection with Transnet or the supply of Goods/Services or

ancillary Services to Transnet;

n) ensure that at all times, during the currency of this Agreement, it complies with all

obligations and commitments in terms of the provisions of the Income Tax Act, No , the VAT Act or any other tax legislation relating to their liability for Income Tax, VAT,

Clearance Compliance, for the duration of this Agreement;

o) not victimise, harass or discriminate against any employee of either Party to this Agreement

or any applicant for employment with either Party to this Agreement due to their gender,

race, disability, age, religious belief, sexual orientation or part-time status. This provision

applies, but is not limited to employment, upgrading, work environment, demotion, transfer,

recruitment, recruitment advertising, termination of employment, rates of pay or other forms

of compensation and selection for training.

p) shall ensure that its employees, agents and Subcontractors will not breach any applicable

discrimination legislation and any amendments and re-enactments thereof.

9.3 In compliance with the National Railway Safety Regulator Act, , as may be amended from

time to time, the Supplier shall ensure that the Goods/Services and ancillary Services, to be supplied

to Transnet under the terms and conditions of this Agreement, comply fully with the Specifications

as set forth in Schedule 1 hereto, and shall thereby adhere [as applicable] to railway safety

requirements and/or regulations. Permission for the engagement of a Subcontractor by the Supplier,

as applicable, shall be subject to a review of the capability of the proposed Subcontractor to comply

Transnet Agreement No ............ of 35

accordance with these requirements.

10.4 Transnet reserves the right to refuse to admit or to remove from any premises occupied by or on

behalf of it, any Service Provider Personnel whose admission or presence would, in the reasonable

opinion of Transnet, be undesirable or who represents a threat to confidentiality or security or

whose presence would be in breach of any rules and regulations governing Transnet's Personnel,

provided that Transnet notifies the Service Provider of any such refusal [with reasons why]. The

reasonable exclusion of any such individual from such premises shall not relieve the Service Provider

from the performance of its obligations under this Agreement.

10.5 The Service Provider agrees to use all reasonable endeavours to ensure the continuity of its

12.1 Transnet reserves the right, in its sole discretion, to make payment directly to the sub-contractor of

the Supplier/Service Provider, subject to the following conditions:

a) Receipt of an undisputed invoice from the sub-contractor; and

b) Receipt of written confirmation from the Supplier/Service Provider that the amounts claimed

by the sub-contractor are correct and that the services for which the sub-contractor has

requested payment were rendered to the satisfaction of the Supplier/Service Provider,

against the required standards.

12.2 Nothing contained in this clause must be interpreted as bestowing on any sub-contractor a right or

legitimate expectation to be paid directly by Transnet. Furthermore, this clause does not bestow any

right or legitimate expectation on the Supplier/Service provider to demand that Transnet pay its sub-

contractor directly. The decision to pay any sub-contractor directly, remains that of Transnet alone.

12.3 The Supplier/Service Provider remains liable for its contractual obligations under the Agreement,

including all services rendered by the sub-contractor.

12.4 This clause does not establish any contractual relationship between Transnet and any sub-contractor

of the Supplier/Service Provider, whatsoever.

Uitenhage plant and Cape Corridor depots for a period of 3 years on an “as and when required” basis

i. In order to guarantee that the Supplier meets its obligations in terms of the Local

c) If any Non-compliance Penalty arises, the Supplier Development Manager shall issue a Non-

compliance Penalty Certificate on the last day of each month during such Non-compliance

indicating the Non-compliance Penalties which have accrued during that period.

d) A Non-compliance Penalty Certificate shall be prima facie proof of the matters to which it

relates. If the Supplier disputes any of the amounts set out in a Non-compliance Penalty

Certificate:

• the dispute shall be resolved in accordance with the provisions of the Agreement; and

• if pursuant to that referral, it is determined that the Supplier owes any amount to

such amount to Transnet within 10 (ten) Business Days of the determination made

pursuant to such determination and an accompanying valid Tax Invoice.

Uitenhage plant and Cape Corridor depots for a period of 3 years on an “as and when required” basis

h) The Non Compliance Penalties set forth in this Clause are stated exclusive of VAT. Any VAT

payable on Non Compliance Penalties will be for the account of the Supplier.

15.2 Non-compliance penalties for subcontracting

a) Breach of subcontracting obligations provides Transnet cause to terminate the contract in

certain cases where there is a material Non-compliance.

b) If the Supplier/Service Provider fails to achieve its subcontracting commitments as per their

bid submission (“a Non-Compliance”), the Supplier/Service Provider shall pay a Non-

Compliance penalty (“Non-compliance Penalty”) to Transnet in respect of such Non-

compliance.

c) Such penalty shall be calculated based on the difference in value between the committed

and delivered subcontracting value (i.e. 100% of the undelivered subcontracting value) plus

an additional 10% (ten per cent) of such difference.

d) If any Non-compliance Penalty arises, the Supplier Development Manager shall issue a Non-

compliance Penalty Certificate 90 business days before the expiry of the contract indicating

the Non-compliance Penalties which have accrued during that period.

e) A Non-compliance Penalty Certificate shall be prima facie proof of the matters to which it

relates. If the Supplier/Service Provider disputes any of the amounts set out in a Non-

compliance Penalty Certificate:

• the dispute shall be resolved in accordance with the provisions of the Agreement; and
• if pursuant to that referral, it is determined that the Supplier/Service Provider owes any

amount to Transnet pursuant to the Non-compliance Penalty Certificate, then the

Supplier/Service Provider shall pay such amount to Transnet within 10 (ten) Business

Uitenhage plant and Cape Corridor depots for a period of 3 years on an “as and when required” basis

i) The Non Compliance Penalties set forth in this Clause are stated exclusive of VAT. Any VAT

payable on Non Compliance Penalties will be for the account of the Supplier/Service Provider.

15.3 Non-compliance penalties for Job Creation

a) Breach of job creation obligations provides Transnet cause to terminate the contract in

certain cases where there is a material Non-compliance.

b) If the Supplier/Service Provider fails to achieve its job creation commitments as per their bid

submission (“a Non-Compliance”), the Supplier/Service Provider shall pay a Non-

Compliance penalty (“Non-compliance Penalty”) to Transnet in respect of such Non-

compliance.

c) Such penalty shall be calculated based on the difference between the committed and

delivered jobs. For every job not created, a penalty of 2% of the contract value will be

applied.

d) If any Non-compliance Penalty arises, the Supplier Development Manager shall issue a Non-

compliance Penalty Certificate 90 business days before the expiry of the contract indicating

the Non-compliance Penalties which have accrued during that period.

e) A Non-compliance Penalty Certificate shall be prima facie proof of the matters to which it

relates. If the Supplier/Service Provider disputes any of the amounts set out in a Non-

compliance Penalty Certificate:

• the dispute shall be resolved in accordance with the provisions of the Agreement; and
• if pursuant to that referral, it is determined that the Supplier/Service Provider owes any

amount to Transnet pursuant to the Non-compliance Penalty Certificate, then the

Supplier/Service Provider shall pay such amount to Transnet within 10 (ten) Business

17.2 Transnet shall pay such amounts to the Supplier/Service Provider upon receipt of a valid and

undisputed Tax Invoice together with the supporting documentation, as specified in the Schedule

of Requirements appended hereto, once the valid and undisputed Tax Invoices or such portions of

the Tax Invoices which are valid and undisputed become due and payable to the Supplier/Service

Provider for the delivery of the Goods/Services ordered, in terms of clause 17.5 below.

17.3 Transnet may, pending an investigation, withhold any payments to the Supplier/Service Provider,

in the case where irregular expenditure has been identified in the particular contract and that

there is reasonable suspicion that the Supplier/Service Provider is involved or was aware that the

contract transgressed any legislation.

17.4 All Prices set out in this Agreement and the Schedule of Requirements hereto are to be indicated

inclusive and exclusive of VAT, which will be payable at the applicable rate in ZAR.

17.5 Unless otherwise provided for in the Schedule of Requirements appended to this Agreement, Tax

end statement shall be made by Transnet within 30 [thirty] calendar days after date of receipt by

Transnet of the Supplier’s/Service Provider’s statement together with the relevant valid and

undisputed Tax Invoice(s) and supporting documentation.

17.6 Where the payment of any Tax Invoice, or any part of a Tax Invoice which is not in dispute, is not

made in accordance with this clause, the Supplier/Service Provider shall be entitled to charge

interest on the outstanding amount, at The Standard Bank of South Africa’s prime rate of interest

in force, for the period from the due date of payment until the outstanding amount is paid.

Transnet Agreement No ............ of 35

option, be audited by Transnet or its designated representatives.

18.4 Should Transnet and the Supplier/Service Provider fail to reach an agreement on Price for the

successive period, either Party shall be entitled to submit this matter to dispute resolution in

accordance with clause 34 of the Master Agreement [Dispute Resolution].

18.5 If during the period of this Agreement Transnet can purchase similar Goods/Services of a like

quality from another supplier at a total delivered cost to a Transnet facility that is lower than the

total delivered cost of the Goods/Services purchased hereunder from the Supplier/Service

purchased hereunder, on such a basis as to result in the same total delivered cost to Transnet,

within 30 [thirty] calendar days of such notice. If the Supplier/Service Provider fails to do so or

cannot legally do so, Transnet may (i) purchase the Goods/Services from such other supplier in

which case the obligations, including, but not limited to, any purchase and sale requirements

and/or commitments, if any, of Transnet and the Supplier/Service Provider hereunder shall be

reduced accordingly; (ii) terminate this Agreement without any penalty, liability or further

obligation; or (iii) continue purchases under this Agreement.

18.6 If during the period of this Agreement the Supplier/Service Provider sells any materials which are

the same as, equivalent to, or substantially similar to the Goods/Services herein, at a total

delivered cost to a third party lower than the total delivered cost to a Transnet facility, then the

Uitenhage plant and Cape Corridor depots for a period of 3 years on an “as and when required” basis

commitments, if any, of Transnet and the Supplier/Service Provider hereunder shall be reduced

accordingly; or (ii) terminate this Agreement without any penalty, liability or further obligation.

Within 30 [thirty] calendar days of the Commencement Date of this Agreement or at any time

19.1 The Service Provider warrants to Transnet that:

a) it has full capacity and authority to enter into and to perform this Agreement and that this

Agreement is executed by a duly authorised representatives of the Service Provider;

b) it will discharge its obligations under this Agreement and any annexure, appendix or

schedule hereto with all due skill, care and diligence;

c) it will be solely responsible for the payment of remuneration and associated benefits, if any,

of its Personnel and for withholding and remitting income tax for its Personnel in

conformance with any applicable laws and regulations;

d) it will procure licences for Transnet in respect of all Third Party Material detailed in the Work

Order(s), and will procure the right for Transnet to take such copies [in whole or in part] of

such Third Party Materials as it may reasonably require for the purposes of back-up for

archiving and disaster recovery; and

e) the use or possession by Transnet of any Materials will not subject Transnet to any claim for

infringement of any Intellectual Property Rights of any third party.

19.2 The Service Provider warrants that it will perform its obligations under this Agreement in accordance

with the Service Levels as defined in the relevant schedule. Transnet may at its discretion audit

compliance with the Service Levels, provided that any such audit is carried out with reasonable prior

notice and in a reasonable way so as not to have an adverse effect on the performance of the

Services. Without prejudice to clause 19.3 below, in the event that the Service Provider fails to meet

the Service Levels, Transnet may claim appropriate service credits or invoke a retention of Fees as

detailed in the relevant schedule and/or Work Order.

19.3 The Service Provider warrants that for a period of 90 [ninety] calendar days from Acceptance of the

Uitenhage plant and Cape Corridor depots for a period of 3 years on an “as and when required” basis

a) no manufacturing of the Goods specified in a Purchase Order has commenced and there is

little or no prospect, in Transnet’s opinion, that manufacturing will commence within a

reasonable time; or

b) delivery of any of the Goods is being or is likely to be delayed beyond the promised delivery

date(s), and there is little or no prospect of the Purchase Order(s) being carried out within

reasonable adherence to the promised delivery rate(s) or time(s),

then Transnet may, irrespective of the cause of the delay, by notice to the Supplier, cancel as from

a future date specified in such notice the whole or any part of this Agreement or Purchase Order in

respect of which the Goods to be supplied have not been completed by that date, without incurring

any liability by reason of such cancellation except as provided in this clause.

21.2 The Supplier/Service Provider shall thereupon, as soon as possible after such date, deliver to

Transnet the Goods/Services [if any] already completed, and payment for the part performance

shall be made on a pro rata basis, provided the uncompleted part is not an integral or essential part

of the completed Goods/Services. Where an integral or essential part of the work has not been

completed, the amount to be paid to the Supplier/Service Provider will be calculated on the basis of

Transnet’s enrichment. The Supplier/Service Provider shall, wherever practicable, supply Transnet

with the necessary drawings and/or specifications to enable it to complete the work.

21.3 Whenever, in any case not covered by clause 21.1 above, the Supplier fails or neglects to execute

the work or to deliver any portion of the Goods/Services as required by the terms of this Agreement

or Purchase Order, or if any Goods/Services are rejected on any of the grounds mentioned in clause

Error! Reference source not found.5 [Defective Goods], Transnet may cancel this Agreement or

24.1 Termination in accordance with clause 6 [Term and Cancellation] shall not prejudice or affect any

right of action or remedy which shall have accrued or shall thereafter accrue to either Party and all

provisions which are to survive this Agreement or impliedly do so shall remain in force and in effect.

24.2 On termination of this Agreement or a Work Order, the Service Provider will immediately deliver up,

and procure that its Personnel will immediately deliver up to Transnet, all Deliverables and property

belonging to Transnet [or, in the event of termination of a Work Order, such as is relevant to that

Work Order] which may be in the possession of, or under the control of the Service Provider, and

certify to Transnet in writing that this has been done.

24.3 To the extent that any of the Deliverables and property referred to in clause 24.2 above are in

electronic form and contained on non-detachable storage devices, the Service Provider will provide

delete copies so held.

24.4 In the event that this Agreement is terminated by the Service Provider under clause Error!

Reference source not found. [Term and Cancellation], or in the event that a Work Order is

terminated by Transnet under clause Error! Reference source not found.4 [Breach and

Consequences of Termination], Transnet will pay to the Service Provider all outstanding Fees

[apportioned on a pro rata basis] relating to the work undertaken by the Service Provider up until

the date of such termination. Transnet will also pay the costs of any goods and materials ordered by

the Service Provider in relation to the such work for which the Service Provider has paid or is legally

obliged to pay, in which case, on delivery of such goods or materials, the Service Provider will

promptly deliver such goods and materials to Transnet or as it may direct.

24.5 If either Party [the Defaulting Party] commits a material breach of this Agreement and fails to

remedy such breach within 30 [thirty] calendar days of written notice thereof, the other Party

[hereinafter the Aggrieved Party], shall be entitled, in addition to any other rights and remedies

that it may have in terms of this Agreement, to terminate this Agreement forthwith without any

liability and without prejudice to any claims which the Aggrieved Party may have for damages

against the Defaulting Party.

24.6 Either Party may terminate this Agreement forthwith by notice in writing to the other Party when

the other Party is unable to pay its debts as they fall due or commits any act or omission which

would be an act of insolvency in terms of the Insolvency Act, [as amended from time to

time], or if any action, application or proceeding is made with regard to it for:

a) a voluntary arrangement or composition or reconstruction of its debts;

b) its winding-up or dissolution;

Transnet Agreement No ............ of 35

whether by ownership of shares, membership of the board of directors, agreement or otherwise.

24.8 Notwithstanding this clause 249, Transnet may cancel this Agreementwithout cause by giving 30

[thirty] calendar days prior written notice thereof to the Supplier/Service Provider, or

24.9 The provisions of clauses 2 [Definitions], 19 [Warranties], 233 [Rights on Cancellation], 28

[Confidentiality], 305 [Limitation of Liability], 31 [Intellectual Property Rights], 344 [Dispute

Resolution]and 38.1 [GoverningLaw]shall survive termination or expiry of this Agreement.

25 cessions and assignments as per nt instruction note /2023

25.1 The Supplier/Service Provider is not allowed to cede its rights for payment in terms of this

26.1 Neither Party shall have any claim against the other Party arising from any failure or delay in the

performance of any obligation of either Party under this Agreement caused by an act of force

majeure such as acts of God, fire, flood, war, lockout, government action, laws or regulations,

terrorism or civil disturbance, defaults or other circumstances or factors beyond the reasonable

control of either Party, and to the extent that the performance of obligations of either Party

hereunder is delayed by virtue of the aforegoing, any period stipulated for any such performance

shall be reasonably extended. Transnet may however rely on strikes, industrial dispute and riots as

a ground of force majeure.

26.2 Each Party will take all reasonable steps by whatever lawful means that are available to resume full

performance as soon as practicable and will seek agreement to modification of the relevant

provisions of this Agreement in order to accommodate the new circumstances caused by the act of

forcemajeure. If a Party fails to agree with such modifications proposed by the other Party within

90 [ninety] calendar days of the act of force majeure first occurring, either Party may thereafter

terminate this Agreement with immediate notice.

Transnet Agreement No ............ of 35

requested the Parties to delete all instances of their personal information. The information will be

destroyed or de-identified in such a manner that it cannot be reconstructed to its original form,

linking it to any particular individual or organisation.

27.6 Personal Information security breach:

a) Each Party shall notify the other party in writing as soon as possible after it becomes aware of

or suspects any loss, unauthorised access or unlawful use of any personal information and shall,

at its own cost, take all necessary remedial steps to mitigate the extent of the loss or

compromise of personal information and to restore the integrity of the affected personal

information as quickly as is possible. The Parties shall also be required to provide each other

with details of the persons affected by the compromise and the nature and extent of the

compromise, including details of the identity of the unauthorised person who may have

accessed or acquired the personal information.

b) The Parties shall provide on-going updates on the progress in resolving the compromise at

reasonable intervals until such time as the compromise is resolved.

c) Where required, the Parties must notify the South African Police Service; and/or the State

28.1 The Parties hereby undertake the following with regard to Confidential Information:

a) not to divulge or disclose to any person whomsoever in any form or manner whatsoever,

either directly or indirectly, any Confidential Information of the other without the prior

written consent of such other Party, other than when called upon to do so in accordance

with a statute, or by a court having jurisdiction, or by any other duly authorised and

empowered authority or official, in which event the Party concerned shall do what is

reasonably possible to inform the other of such a demand and each shall assist the other in

seeking appropriate relief or the instituting of a defensive action to protect the Confidential

Information concerned;

b) not to use, exploit, permit the use of, directly or indirectly, or in any other manner

whatsoever apply the Confidential Information disclosed to it as a result of this Agreement,

for any purpose whatsoever other than for the purpose for which it is disclosed or otherwise

than in strict compliance with the provisions in this Agreement;

c) not to make any notes, sketches, drawings, photographs or copies of any kind of any part of

the disclosed Confidential Information without the prior written consent of such other Party,

except when reasonably necessary for the purpose of this Agreement, in which case such

copies shall be regarded as Confidential Information;

d) not to de-compile, disassemble or reverse engineer any composition, compilation, concept

application, item, component de-compilation, including software or hardware disclosed and

shall not analyse any sample provided by Transnet, or otherwise determine the composition

or structure or cause to permit these tasks to be carried out except in the performance of its

obligations pursuant to this Agreement;

e) not to exercise less care to safeguard Transnet Confidential Information than the Party

exercises in safeguarding its own competitive, sensitive or Confidential Information;

f) Confidential Information disclosed by either Party to the other or by either Party to any other

party used by such party in the performance of this Agreement, shall be dealt with as

“restricted” or shall be dealt with according to any other appropriate level of confidentiality

relevant to the nature of the information concerned, agreed between the Parties concerned

and stipulated in writing for such information in such cases;

g) the Parties shall not make or permit to be made by any other person subject to their control,

any public statements or issue press releases or disclose Confidential Information with

regard to any matter related to this Agreement, unless written authorisation to do so has

first been obtained from the Party first disclosing such information;

h) each Party shall be entitled to disclose such aspects of Confidential Information as may be

relevant to one or more technically qualified employees or consultants of the Party who are

required in the course of their duties to receive the Confidential Information for the

Uitenhage plant and Cape Corridor depots for a period of 3 years on an “as and when required” basis

interest therein, and then only to the extent necessary for the Permitted Purpose, and is

informed by the Party of the confidential nature of the Confidential Information and the

obligations of the confidentiality to which such disclosure is subject and the Party shall

ensure such employees or consultants honour such obligations;

i) each Party shall notify the other Party of the name of each person or entity to whom any

Confidential Information has been disclosed as soon as practicable after such disclosure;

j) each Party shall ensure that any person or entity to which it discloses Confidential

Agreement by such person or entity; and

k) each Party may by written notice to the other Party specify which of the Party’s employees,

officers or agents are required to sign a non-disclosure undertaking.

28.2 The duties and obligations with regard to Confidential Information in this clause 283 shall not apply

where:

a) a Party can demonstrate that such information is already in the public domain or becomes

available to the public through no breach of this Agreement by that Party, or its Staff; or

b) was rightfully in a Party’s possession prior to receipt from the other Party, as proven by the

first-mentioned Party’s written records, without an infringement of an obligation or duty of

confidentiality; or

c) can be proved to have been rightfully received by a Party from a third party without a breach

of a duty or obligation of confidentiality; or

d) is independently developed by a Party as proven by its written records.

28.3 This clause 283 shall survive termination for any reason of this Agreement and shall remain in force

and effect from the Commencement Date of this Agreement and 5 [five] years after the termination

of this Agreement. Upon termination of this Agreement, all documentation furnished to the

29.1 Without limiting the liability of the Supplier/Service Provider under this Agreement, the

the Supplier/Service Provider to insure against, including any liability it may have as a result of its

activities under this Agreement for theft, destruction, death or injury to any person and damage to

property. The level of insurance will be kept under review by Transnet, on an annual basis, to

ensure its adequacy, provided that any variation to the level of such insurance shall be entirely at

the discretion of the Supplier/Service Provider.

29.2 The Supplier/Service Provider shall arrange insurance with reputable insurers and will produce to

Transnet evidence of the existence of the policies on an annual basis within 30 [thirty] calendar

days after date of policy renewals.

Transnet Agreement No ............ of 35

Uitenhage plant and Cape Corridor depots for a period of 3 years on an “as and when required” basis

29.3 Subject to clause 29.4 below, if the Supplier/Service Provider fails to effect adequate insurance

under this clause 29, it shall notify Transnet in writing as soon as it becomes aware of the reduction

or inadequate cover and Transnet may arrange or purchase such insurance on behalf of the

premiums paid provided such insurance protects the Supplier/Service Provider’s liability. Transnet

assumes no responsibility for such insurance being adequate to protect all of the Supplier/Service

Provider’s liability.

29.4 In the event that the Supplier/Service Provider receives written notice from its insurers advising of

the termination of its insurance cover referred to in clause 29.1 above or if the insurance ceases to

be available upon commercially reasonable terms, the Supplier/Service Provider shall immediately

notify Transnet in writing of such termination and/or unavailability, whereafter either the

30.1 The Supplier/Service Provider’s liability under this clause 30 shall be in addition to any warranty or

condition of any kind, express or implied by law or otherwise, relating to the Goods/Services or

ancillary Services, including the quality of the Goods/Services or ancillary Services or any materials

delivered pursuant to this Agreement.

30.2 Neither Party excludes or limits liability to the other Party for:

a) death or personal injury caused by its negligence, [including its employees’, agents’ or

Subcontractors’ negligence]; or

b) fraud or theft.

30.3 The Supplier/Service Provider shall indemnify and keep Transnet indemnified from and against

liability for damage to any Transnet property [whether tangible or intangible] or any other loss,

costs or damage suffered by Transnet to the extent that it results from any act of or omission by

the Supplier/Service Provider or its Personnel in connection with this Agreement. The

Supplier/Service Provider’s liability arising out of this clause 30.3 shall be limited to direct damages.

30.4 Subject always to clauses 30.1 and 30.2 above, the liability of either the Supplier/Service Provider or

breach of contract or otherwise, for direct loss or damage arising out of each Default or series of

related Defaults shall not exceed 100% [one hundred per cent] of the Fees paid under the schedule

or Work Order to which the Default(s) relates.

30.5 Subject to clauses 30.1 to 30.4 above, in no event shall either Party be liable to the other for

indirect or consequential loss or damage or including indirect or consequential loss of profits,

business, revenue, goodwill or anticipated savings of an indirect nature or loss or damage incurred

by the other Party as a result of third party claims.

30.6 If for any reason the exclusion of liability in clause 30.5 above is void or unenforceable, either

Party’s total liability for all loss or damage under this Agreement shall be as provided in clause 30.3

above.

30.7 Nothing in this clause 300 shall be taken as limiting the liability of the Parties in respect of clauses

28 [Confidentiality]and 311 [IntellectualPropertyRights].

Transnet Agreement No ............ of 35

Provider’s Background Intellectual Property shall remain vested in the Supplier/Service

b) Transnet shall grant to the Supplier/Service Provider an irrevocable, royalty free, non-

exclusive licence to use Transnet’s Background Intellectual Property only for the Permitted

parties.

c) The Supplier/Service Provider shall grant to Transnet an irrevocable, royalty free, non-

exclusive licence to use the Supplier/Service Provider’s Background Intellectual Property for

the Permitted Purpose. This licence shall not permit Transnet to sub-license to other parties.

d) The Supplier/Service Provider shall grant Transnet access to the Supplier/Service Provider’s

31.2 Title to Intellectual Property

a) All right, title and interest in and to Foreground Intellectual Property prepared, conceived or

developed by the Supplier/Service Provider, its researchers, agents and employees shall vest

in Transnet and the Supplier/Service Provider acknowledges that it has no claim of any

nature in and to the Foreground Intellectual Property. The Supplier/Service Provider shall not

at any time during or after the termination or cancellation of this Agreement dispute the

validity or enforceability of such Foreground Intellectual Property, or cause to be done any

act or anything contesting or in any way impairing or tending to impair any part of that right,

title and interest to any of the Foreground Intellectual Property and shall not counsel or

assist any person to do so.

b) Transnet shall be entitled to seek protection in respect of the Foreground Intellectual

protection of the Foreground Intellectual Property.

c) Where the Foreground Intellectual Property was created by the Supplier/Service Provider or

its researchers, agents and employees and where Transnet elects not to exercise its option

to seek protection or decides to discontinue the financial support of the prosecution or

maintenance of any such protection, Transnet shall notify the Supplier/Service Provider who

shall have the right of first refusal to file or continue prosecution or maintain any such

applications and to maintain any protection issuing on the Foreground Intellectual Property.

Transnet Agreement No ............ of 35

Request for Proposal (RFP) No TE/2026/04/1338/4420/RFP for the provision of general and hazardous waste management services for Transnet Engineering, Uitenhage Plant and Cape Corridor Depots for a period of three (3) years on an 'as and when required' basis. Issue date: 08 September 2026, closing date: 05 October 2026, closing time: 16:00.

{"closingDate":"05 OCTOBER 2026","closingTime":"16:00PM","briefingSession":"{"date":"15 September 2026","time":"10:00am","venue":"10:00am for a period of ± 2 hours. Bidders who wish to attend the non-compulsory briefing","is_compulsory":true}"}

A non-compulsory pre-proposal RFP briefing will be conducted online via Microsoft Teams on 15 September 2026 at 10:00am for approximately 2 hours. Transnet encourages all respondents to attend.

{"name":"MS Teams","email":"[email protected]","phone":"012 391 1561","department":null,"address":"the closing date and bidders should not"}

Returnable Documents: SECTION 3 EVALUATION METHODOLOGY, CRITERIA AND RETURNABLE DOCUMENTS documents/ schedules/ Pre- Functionality/ technical Selection of the qualifications 85 points preferred bidder. Price (80) Price Award of Minimum Threshold negotiation, if (Objective criterion business applicable. (eg to justify award to and Specific Market Related someone other conclusion goals (20) Price than the highest of contract negotiation or ranked bidder must Best And Final have been stated in Offer the bid documents negotiation) and can be used at this stage, if applicable) WEIGHTED SCORE Technical / Functional criteria & weightings must be stipulated in the tender document (if applicable) _________________________ ____________________________ Respondent’s Signature Date & Company Stamp Transnet Request for Proposal No TE/2026/04/1338/4420/RFP of 34 1.1 STEP ONE: Test for Administrative and Substantive Responsiveness The test for administrative and substantive responsiveness will include the following: Administrative & Substantive responsiveness check RFP Reference, Whether the Bid has been lodged on time, Whether all Returnable Documents and/or schedules [where applicable] were Section3 completed and returned by the closing date and time, Verify the validity of all returnable documents Section3, Verify if the Bid document has been duly signed by the authorised respondent Allsections, Whether any general and legislation qualification criteria set by Transnet, have Allsections been met, Whether the Bid materially complies with the scope and/or specification given AllSections, Whether any Technical Pre-qualification Criteria/minimum requirements/legal requirements have been met. Thetestforresponsiveness[StepOne]mustbepassedforaRespondent’sProposalto progresstoStepTwoforfurtherpre-qualification _________________________ ____________________________ Respondent’s Signature Date & Company Stamp Transnet Request for Proposal No TE/2026/04/1338/4420/RFP of 34 1.2 STEP TWO: Minimum Threshold 85 points for Technical Criteria The test for the Technical and Functional threshold will include the following: Respondents are to note that Transnet will round off final technical scores to the nearest 2 (two) decimal places for the purposes of determining whether the technical threshold has been met. Theminimumthresholdfortechnical/functionality[StepTWO]mustbemetorexceededfora Respondent’sProposaltoprogresstoStepThreeforfinalevaluation _________________________ ____________________________ Respondent’s Signature Date & Company Stamp Transnet Request for Proposal No TE/2026/04/1338/4420/RFP of 34 1.3 STEP THREE: Evaluation and Final Weighted Scoring [An electronic pricing Schedule must be completed on the eSupplier system], Price and Specific Goals [Weighted score 80/20 points]: Evaluation Criteria Reference, Commercial offer eSuppliersystem, Commercial discounts1 eSuppliersystem, Price adjustment conditions / factors, Disbursements Transnet will utilise the following formula in its evaluation of Price: PS = 80 (1 − Pt−Pmin ) Pmin Where: Ps = Score for the Bid under consideration Pt = Price of Bid under consideration Pmin= Price of lowest acceptable Bid, Specific Goals [Weighted score 20 point], Specific goals preference points claim form, Preference points will be awarded to a bidder for attaining the specific goals requirements in accordance with the table indicated in Section 4.1 of the specific goals Claim Form. SUMMARY: Applicable Thresholds and Final Evaluated Weightings Thresholds Minimum Threshold Technical / functionality 85 Evaluation Criteria Final Weighted Scores Price 80 Specific goals - Scorecard 20 TOTAL SCORE: 100 1.4 STEP FOUR: Price Negotiations (if applicable), Respondents are to note that Transnet may not award a contract if the price offered is not market-related. In this regard, Transnet reserves the right to engage in Price negotiations with the view to achieving a market- related price or to cancel the tender. Negotiations will be done in a sequential manner i.e.: o first negotiate with the highest ranked bidder or cancel the bid, should such negotiations fail, o negotiate with the 2nd and 3rd ranked bidders (if required) in a sequential manner. o Transnet may also enter into price negotiations to get a Best and Final Offer from the preferred bidder or a number of shortlisted bidders. 1 Only unconditional discounts will be taken into account during evaluation. A discount which has been offered conditionally will, despite not being taken into account for evaluation purposes, be implemented when payment is effected _________________________ ____________________________ Respondent’s Signature Date & Company Stamp Transnet Request for Proposal No TE/2026/04/1338/4420/RFP of 34, In the event of any Respondent being notified of such short-listed/preferred bidder status, his/her bid, as well as any subsequent negotiated best and final offers (BAFO), will automatically be deemed to remain valid during the negotiation period and until the ultimate award of business., Should Transnet conduct price negotiations, Respondents will be requested to provide their best and final offers to Transnet based on such negotiations. Where a market related price has been achieved through negotiation, the contract will be awarded to the successful Respondent(s). 1.5 STEP FIVE: Objective Criteria (if applicable) Transnet reserves the right to award the business to the highest scoring bidder/s unless objective criteria justify the award to another bidder. The objective criteria Transnet may apply in this bid process include, Skills Transfer and Capacity Building for Transnet;, Impact on Transnet’s Return On Investment;, Rotation of Suppliers to promote opportunities for other suppliers, by overlooking a supplier that has been awarded business repeatedly overtime, in the same commodity, in order to benefit other suppliers in the market;, the tenderer, is not under restrictions, or has principals who are under restrictions, preventing participating in the employer’s procurement,, is not undergoing a process of being restricted by Transnet or other state institution that Transnet may be aware of,, cannot, as necessary and in relation to the proposed contract, demonstrate that he or she possesses the professional and technical qualifications, professional and technical competence, financial resources, equipment and other physical facilities, managerial capability, reliability, experience and reputation, expertise and the personnel, to perform the contract,, has no legal capacity to enter into the contract, is insolvent, in receivership, under Business Rescue as provided for in chapter 6 of the Companies Act, 2008, bankrupt or being wound up, has his affairs administered by a court or a judicial officer, has suspended his business activities, or is subject to legal proceedings in respect of any of the foregoing,, does not comply with the legal requirements, if any, stated in the tender data and, is unable, in the option of the employer to perform the contract free of conflicts of interest.

Mandatory returnable documents include Section 1 SBD1 Form, Section 3 Evaluation Methodology, Criteria and Returnable Documents, Section 5 RFP Declaration and Breach of Law Form, Section 7 Job-Creation Schedule, Section 8 Protection of Personal Information. Also required: Certificate of Acquaintance with RFP documents, proof of IWMSA registration, and valid effluent treatment/discharge permits or municipal confirmation.

Bidders must be registered on the Central Supplier Database (CSD) and have a valid SARS Tax Compliance Status (TCS) PIN or CSD number. They must submit a valid B-BBEE certificate or sworn affidavit for scoring. Mandatory returnable documents include: proof of registration as a waste transporter/handler within the Nelson Mandela Bay Municipality, Buffalo City Municipality, or Eastern Cape jurisdiction; valid licences for general and hazardous waste landfill sites within the Eastern Cape; valid effluent treatment or discharge permits, or written confirmation of use of a municipal treatment facility; and proof of registration with the Institute of Waste Management South Africa (IWMSA). Bidders must complete and submit SBD 1, the RFP Declaration and Breach of Law form, the Job-Creation Schedule, and the Protection of Personal Information form. Bidders must not be listed on the Register for Tender Defaulters or the List of Restricted Suppliers, and must declare any relationship with Transnet or state employees.

Technical capability: Clear, detailed, waste minimisation, recycling approach and

methodology, in line with the waste hierarchy

Respondent’s Signature Date & Company Stamp

Transnet Request for Proposal No TE/2026/04/1338/4420/RFP of 34

Returnable Document

c) Essential Returnable Documents:

digitalization strategy where suppliers can view advertised tenders, register their information, log their intent to respond to bids and upload

their bid proposals/responses on to the system.

The Transnet Digital Procurement System (TDPS) Supplier Submission Portal can be accessed as follows:

a) Log on to the Transnet eSupplier website/Portal (https://esupplierportal.transnet.net/portal/)

b) Click on “SIGN IN/REGISTER –to register new bidder information and ensure that all (must fill in all mandatory information is

completed) OR;

▪ - to sign in if already registered;

c) Click on “ADVERTISED TENDERS” to view advertised tenders;

d) Toggle (click to switch) the “Log an Intent” button in order to be able to activate the submission of a bid;

e) Respondents are to submit bid documents by uploading them onto the system against each tender selected. A Bidder can upload

30mb per upload and multiple uploads are permitted.

f) Bidders to note that all pricing must be completed in the eSupplier portal, electronic pricing. No paper pricing

schedule should be accepted.

g) Bidders should ensure that electronic bid submissions are submitted at least a day before the closing date and bidders should not

wait for the last hour before the deadline to submit. This is to enable them to timeously address issues which they may encounter due

to internet speed, bandwidth or the size of the number of uploads being submitted. Transnet will not be held liable for any challenges

experienced by bidders as a result of their own technical challenges.

h) No late submissions will be accepted.

i) Each company must register its own profile using its company details and use the corresponding registered profile to log an intent to

bid as well as submitting any bid.

j) Transnet will not accept a bid or will disqualify a bidder who submits a bid in the Transnet e-tender submission through another

bidders’/Company’s profile. In other words, each bidder must register the intent to bid and submit its bid through its own profile under

the same company name that will eventually bid for the tender. No company shall submit a bid on behalf of another company regardless

of the company being a subsidiary or holding company.

k) In case of a Joint Venture, any of the parties/companies to the Joint Venture may use its registered profile to submit a bid on behalf of

the Joint Venture.

L) A detailed bidder guide can be found on the Transnet Portal transnetetenders.azurewebsites.net

qualifications 85 points preferred bidder. Price (80) Price Award of Minimum Threshold

negotiation, if (Objective criterion business

applicable. (eg to justify award to and Specific Market Related someone other conclusion goals (20) Price than the highest of contract

negotiation or ranked bidder must

I/We Acknowledge that an electronic pricing schedule for goods and/or services will be

completed in the Transnet eSupplier portal in line with the scope of work requirements.

Partial, incomplete, or incorrectly completed pricing schedule will render the bid non-

responsive.

Delivery Lead-Time from date of purchase order: ____________________ [days/weeks]

RespondentsaretonotethatTransnetwillroundofffinalpricingscorestothenearest2(two)decimalplaces.

Notes to Pricing:

a) Respondents are to note that if the price offered by the highest scoring bidder is not market-related,

Transnet may not award the contract to that Respondent. Transnet may-

(i) negotiate a market-related price with the Respondent scoring the highest points or cancel the RFP;

(ii) if that Respondent does not agree to a market-related price, negotiate a market-related price with

the Respondent scoring the second highest points or cancel the RFP;

(iii) if the Respondent scoring the second highest points does not agree to a market-related price,

negotiate a market-related price with the Respondent scoring the third highest points or cancel the

RFP.

If a market-related price is not agreed with the Respondent scoring the third highest points, Transnet

must cancel the RFP.

b) All Prices must be quoted in South African Rand, inclusive of VAT

c) Any disbursement not specifically priced for will not be considered/accepted by Transnet.

Respondent’s Signature Date & Company Stamp

Transnet Request for Proposal No TE/2026/04/1338/4420/RFP of 34

Respondents are to note that Transnet will round off final technical scores to the nearest 2 (two) decimal places for

the purposes of determining whether the technical threshold has been met.

Theminimumthresholdfortechnical/functionality[StepTWO]mustbemetorexceededfora

Respondent’sProposaltoprogresstoStepThreeforfinalevaluation

Respondent’s Signature Date & Company Stamp

Transnet Request for Proposal No TE/2026/04/1338/4420/RFP of 34

Returnable Document

1.3 STEP THREE: Evaluation and Final Weighted Scoring [An electronic pricing Schedule must be

completed on the eSupplier system]

a) Price and Specific Goals [Weighted score 80/20 points]:

[Yes or No]

Section 4: Pricing Schedule Form

I/We_________________________________________________________________________________

hereby offer to supply the goods/services at the prices quoted in the Price Schedule below, in accordance with

the conditions related thereto.

• the Standard RFP Terms and Conditions for the Supply of Goods or Services to Transnet; and

• any other standard or special conditions embodied in this Request for Proposal.

I/We accept that unless Transnet should otherwise decide and so inform me/us, this Proposal [and, if any, its

covering letter and any subsequent exchange of correspondence], together with Transnet’s acceptance thereof

shall constitute a binding contract between Transnet and me/us. I/We further agree that if, after I/we have

been notified of the acceptance of my/our Proposal, I/we fail to deliver the said goods/service/s within the

delivery lead-time quoted, Transnet may, without prejudice to any other legal remedy which it may have, cancel

the order and recover from me/us any expenses incurred by Transnet in calling for Proposals afresh and/or

having to accept any less favourable offer.

Price Schedule

responsive.

Delivery Lead-Time from date of purchase order: ____________________ [days/weeks]

RespondentsaretonotethatTransnetwillroundofffinalpricingscorestothenearest2(two)decimalplaces.

must cancel the RFP.

b) All Prices must be quoted in South African Rand, inclusive of VAT

c) Any disbursement not specifically priced for will not be considered/accepted by Transnet.

Respondent’s Signature Date & Company Stamp

Transnet Request for Proposal No TE/2026/04/1338/4420/RFP of 34

Returnable Document

d) To facilitate like-for-like comparison bidders must submit pricing strictly in accordance with this price

schedule and not utilise a different format. Deviation from this pricing schedule could result in a bid being

disqualified.

e) Please note that should you have offered a discounted price(s), Transnet will only consider such price

discount(s) in the final evaluation stage if offered on an unconditional basis.

Respondent’s Signature Date & Company Stamp

Transnet Request for Proposal No TE/2026/04/1338/4420/RFP of 34

Returnable Document

Section 5

information relevant to the Supply of the Goods as well as Transnet information and Employees, and

have had sufficient time in which to conduct and perform a thorough due diligence of Transnet’s

operations and business requirements and assets used by Transnet. Transnet will therefore not

consider or permit any pre- or post-contract verification or any related adjustment to pricing, service

levels or any other provisions/conditions based on any incorrect assumptions made by the Respondent

in arriving at his Bid Price.

Respondent’s Signature Date & Company Stamp

Transnet Request for Proposal No TE/2026/04/1338/4420/RFP of 34

Returnable Document

Step 2 Step 1 Step 3 Step 4 Step 5 Step 6 Administrative & Substantive MINIMUM THRESHOLDS Weighted responsiveness scoring / 100***

B-BBEE Minimum Level: 1

Points Allocation: 20 points

B-BBEE Details: L RESPONDENTS BE IN ORDER, OR THAT SATISFACTORY

Arrangements have been made with south african revenue service (SARS) to meet the respondents tax obligations.

Tcs

PIN OR CSD No

Supplier compliance status

Yes BBEEE STATUS

Level sworn

Affidavit

No

If Yes, Who was the Certificate issued by?

An accounting officer as contemplated in an accounting officer as contemplated in the close

The close corporation act (cca) and name corporation act (cca)

The applicable in the tick box a verification agency accredited by the south african

Accreditation system (sanas)

A registered auditor

Name:

[A b-bbee status level verification certificate/ sworn affidavit must be submitted for purposes of

Compliance with the b-bbee act]

2 are you a

1 are you the accredited representative

FOREIGN BASED Yes No

In south africa for the goods /services

Yes No SUPPLIER FOR THE/WORKS OFFERED?

Goods /services [if yes, answer

[If yes enclose proof] /works offered? Questionaire below ]

Signature of the Bidder Date:

................................. .................................

Questionnaire to bidding foreign suppliers

Is the bidder a resident of the republic of south africa (RSA)? yes NO

Does the bidder have a branch in the RSA? yes NO

Does the bidder have a permanent establishment in the RSA? yes NO

Does the bidder have any source of income in the RSA? yes NO

If the answer is “NO” to all of the above, then IT is not a requirement to register for a tax compliance status system

Pin code from the south african revenue service (SARS) and if not register as per 1.3 Below.

Transnet Request for Proposal No TE/2026/04/1338/4420/RFP of 34

Part b

Terms and conditions for bidding

1. Tax compliance requirements

1.1 Bidders must ensure compliance with their tax obligations.

1.2 Bidder

• modify the RFP’s goods / service(s);
• award only a portion of the proposed goods / services which are reflected in the scope of this RFP;
• split the award of the order/s between more than one Supplier/Service Provider as may be explicitly

articulated in the conditions or objective criteria to this RFP

• cancel the RFP process;

• validate any information submitted by Respondents in response to this bid. This would include, but is

not limited to, requesting the Respondents to provide supporting evidence. By submitting a bid,

Respondents hereby irrevocably grant the necessary consent to Transnet to do so;

• request audited financial statements or other documentation for the purposes of a due diligence

exercise;

• not accept any changes or purported changes by the Respondent to the bid rates after the closing date

and/or after the award of the business, unless the contract specifically provides for it;

• to cancel the contract and/request that National Treasury place the Respondent on its Database of

Restricted Suppliers for a period not exceeding 10 years, on the basis that a contract was awarded on

the strength of incorrect information furnished by the Respondent or on any other basis recognised in

law;

• award the business to the next ranked bidder, provided that he/she is still prepared to provide the

required Goods/Services at the quoted price, should the preferred bidder fail to sign or commence with

the contract within a reasonable period after being requested to do so. Under such circumstances, the

validity of the bids of the next ranked bidder(s) will be deemed to remain valid, irrespective of whether

the next ranked bidder(s) were notified of their bid being unsuccessful. Bidders may therefore be

requested to advise whether they would still be prepared to provide the required Goods/Services at their

quoted price.

Transnet Request for Proposal No TE/2026/04/1338/4420/RFP of 34

• Should a bidder fail to respond to a request for extension of the validity period before it expires, that

bidder will be excluded from tender process.

justify the award to another bidder. The objective criteria Transnet may apply in this bid process include:

• Skills Transfer and Capacity Building for Transnet;

• Impact on Transnet’s Return On Investment;

• Rotation of Suppliers to promote opportunities for other suppliers, by overlooking a supplier that has

been awarded business repeatedly overtime, in the same commodity, in order to benefit other suppliers

in the market;

• the tenderer:

• is not under restrictions, or has principals who are under restrictions, preventing participating in the

employer’s procurement,

• is not undergoing a process of being restricted by Transnet or other state institution that Transnet may

be aware of,

• cannot, as necessary and in relation to the proposed contract, demonstrate that he or she possesses

the professional and technical qualifications, professional and technical competence, financial resources,

equipment and other physical facilities, managerial capability, reliability, experience and reputation,

expertise and the personnel, to perform the contract,

• has no legal capacity to enter into the contract

• is insolvent, in receivership, under Business Rescue as provided for in chapter 6 of the Companies Act,

2008, bankrupt or being wound up, has his affairs administered by a court or a judicial officer, has

suspended his business activities, or is subject to legal proceedings in respect of any of the foregoing,

• does not comply with the legal requirements, if any, stated in the tender data and

• is unable, in the option of the employer to perform the contract free of conflicts of interest.

• all risks identified during a risk assessment exercise/probity check (which may be conducted by an

authorised third party) that would be done to assess all risks, including but not limited to:

• the financial stability of the bidder based on key ratio analysis, which would include, but not be

limited to Efficiency, Profitability, Financial Risk, Liquidity, Acid Test, and Solvency;

• A commercial relationship with a Domestic Prominent Influential Person (DPIP) or Foreign

Prominent Public Official (FPPO) or an entity of which such person or official is the beneficial

owner; and

• reputational and brand risks.

1.6 STEP SIX: Award of business and conclusion of contract

▪ Immediately after approval to award the contract has been received, the successful or preferred bidder(s)

will be informed of the acceptance of his/their Proposal by way of a Letter of Award. Thereafter the final

contract will be concluded with the successful Respondent(s). where applicable

Respondent’s Signature Date & Company Stamp

Transnet Request for Proposal No TE/2026/04/1338/4420/RFP of 34

Returnable Document

▪ Alternatively, the acceptance of a letter of award by the Successful Respondent. will constitute the final

contract read together with their RFP response and the Standard Terms and Conditions. This will be stated

in the letter of award.

▪ Considered relevant governance protocols;

▪ Determined the DPIP or FPPO status of that counterparty; and

▪ Conducted a risk assessment and due diligence to assess the potential risks that may be posed by the business

relationship.

As per the Transnet Domestic Prominent Influential Persons (DPIP) and Foreign Prominent Public Officials

(FPPO) and Related Individuals Policy available on Transnet website

https://www.transnet.net/search/pages/results.aspx?k=FPIDP#k=DPIP, Respondents are required to disclose

any commercial relationship with a DPIP or FPPO (as defined in the Policy) by completing the following section:

Respondent’s Signature Date & Company Stamp

Transnet Request for Proposal No TE/2026/04/1338/4420/RFP of 34

Returnable Document

Valid licence(s) of general and hazardous waste landfill sites to be used, within the jurisdiction

of the Eastern Cape.

Valid license(s) of effluent treatment facility or recycling or storage facilities (effluent

treatment or discharge permit) or written confirmation if a bidder will use Municipality

treatment facility.

Proof of registration with Institute of Waste Management South Africa (IWMSA)

b) Returnable Documents Used for Scoring

In addition to the requirements of section (a) above, Respondents are further required to submit with their

respond, before submitting the bid. The Bidder agrees that he/she will have no claim or cause of action based on an

allegation that any aspect of this RFP was unclear but in respect of which he/she failed to obtain clarity.

I CERTIFY THAT THE INFORMATION FURNISHED IN PARAGRAPHS 12, 13 and 14 ABOVE IS CORRECT.

I accept that the state may reject the bid or act against me in terms of paragraph 6 of PFMA SCM

Instruction /22 on preventing and combating abuse in the supply chain management

8.1 Name of company/firm:........................................................................................

8.2 VAT registration number:.....................................................................................

8.3 Company registration number:..............................................................................

8.4 Type of company/ firm

 Partnership/Joint Venture / Consortium

 One person business/sole propriety

 Close corporation

 Company

 (Pty) Limited

[Tick applicable box]

8.5 Describe principal business activities

...........................................................................................................................................................................

...........................................................................................................................................................

8.6 Company classification

 Manufacturer

 Supplier

 Professional service provider

 Other service providers, e.g. transporter, etc.

[Tickapplicablebox]

8.7 Total number of years the company/firm has been in business:.................................

8.8 I/we, the undersigned, who is / are duly authorised to do so on behalf of the company/firm, certify that the

points claimed, based on the B-BBEE status level of contribution indicated in paragraphs 4.1 and 6.1 of the

foregoing certificate, qualifies the company/ firm for the preference(s) shown and I / we acknowledge that:

i) The information furnished is true and correct;

ii) The preference points claimed are in accordance with the General Conditions as indicated in paragraph

1 of this form;

iii) In the event of a contract being awarded as a result of points claimed as shown in paragraph 4.1 and

6.1, the contractor may be required to furnish documentary proof to the satisfaction of the purchaser

that the claims are correct;

iv) If the B-BBEE status level of contributor has been claimed or obtained on a fraudulent basis or any of

the conditions of contract have not been fulfilled, the purchaser may, in addition to any other remedy

it may have-

(a) disqualify the person from the bidding process;

(b) recover costs, losses or damages it has incurred or suffered as a result of that

person’s conduct;

(c) cancel the contract and claim any damages which it has suffered as a result of having

to make less favourable arrangements due to such cancellation;

(d) if the successful bidder subcontracted a portion of the bid to another person without

disclosing it, Transnet reserves the right to penalise the bidder up to 10 percent of

the value of the contract;

(e) recommend that the bidder or contractor, its shareholders and directors, or only the

shareholders and directors who acted on a fraudulent basis, be restricted by the

Respondent’s Signature Date & Company Stamp

Transnet Request for Proposal No TE/2026/04/1338/4420/RFP of 34

Returnable Document

[Yes or No]

SECTION 1: SBD1 Form

SECTION 2: Notice to Bidders

SECTION 3: Evaluation Methodology, Criteria and Returnable Documents

SECTION 5: RFP Declaration and Breach of Law Form

SECTION 7: Job-Creation Schedule

SECTION 8: Protection of Personal Information

of any contract emanating from this RFP. Should the Respondent be awarded the contract [the Agreement]

and fail to present Transnet with such renewals as and when they become due, Transnet shall be entitled, in

addition to any other rights and remedies that it may have in terms of the eventual Agreement, to terminate

such Agreement immediately without any liability and without prejudice to any claims which Transnet may have

for damages against the Respondent.

Respondent’s Signature Date & Company Stamp

Transnet Request for Proposal No TE/2026/04/1338/4420/RFP of 34

Returnable Document

Section 4

We further hereby certify that I/wehave/havenotbeen[delete as applicable] found guilty during the preceding

5 [five] years of a serious breach of law, including but not limited to a breach of the Competition Act, ,

by a court of law, tribunal or other administrative body. The type of breach that the Respondent is required to

disclose excludes relatively minor offences or misdemeanours, e.g. traffic offences. This includes the imposition of

an administrative fine or penalty.

Date of breach: _____________________________

bidding process, should that person or entity have been found guilty of a serious breach of law, tribunal or

regulatory obligation.

SIGNED at ___________________________ on this _____ day of ______________________ 20___

(a) “all applicable taxes” includes value-added tax, pay as you earn, income tax, unemployment insurance

fund contributions and skills development levies;

(b) “B-BBEE” means broad-based black economic empowerment as defined in section 1 of the Broad-Based

Black Economic Empowerment Act;

(c) “B-BBEE status level of contributor” means the B-BBEE status received by a measured entity based

on its overall performance using the relevant scorecard contained in the Codes of Good Practice on Black

Economic Empowerment, issued in terms of section 9(1) of the Broad-Based Black Economic

Empowerment Act;

(d) “bid” means a written offer in a prescribed or stipulated form in response to an invitation by an organ

of state for the supply/provision of services, works or goods, through price quotations, advertised

competitive bidding processes or proposals;

(e) “Broad-Based Black Economic Empowerment Act” means the Broad-Based Black Economic

Empowerment Act, 2003 (Act No. );

(f) “EME” means an Exempted Micro Enterprise as defines by Codes of Good Practice under section 9 (1)

of the Broad-Based Black Economic Empowerment Act, 2003 (Act No. );

(g) “functionality” means the ability of a bidder to provide goods or services in accordance with

specification as set out in the bid documents;

(h) “Price” includes all applicable taxes less all unconditional discounts.

(i) “Proof of B-BBEE Status Level of Contributor” means:

1. B-BBBEE status level certificate issued by an unauthorised body or person;

2. A sworn affidavit as prescribed by the B-BBEE Codes of Good Practice;

3. Any other requirement prescribed in terms of the B-BBEE Act.

(j) “QSE” means a Qualifying Small Enterprise in terms of a Codes of Good Practice under section 9 (1) of

the Broad-Based Black Economic Empowerment Act, 2003 ( Act No. );

(k) “rand value” means the total estimated value of a contract in South African currency, calculated at the

time of bid invitations, and includes all applicable taxes and excise duties.

(l) “Specific goals” means targeted advancement areas or categories of persons or groups either

previously disadvantaged or falling within the scope of the Reconstruction and Development

Transnet reserves the right to: award only a portion of the goods/services, split the award between multiple suppliers, not accept changes to bid rates after closing date, cancel the contract and request National Treasury to place the respondent on the Database of Restricted Suppliers for up to 10 years if the contract was awarded on false information, and require the preferred bidder to sign the contract within a specified period. Bidders may be requested to extend the validity period of their bid. The RFP includes a Certificate of Acquaintance and Breach of Law form, and bidders must be aware of the terms and conditions.

Evaluation includes administrative and substantive responsiveness checks (timely submission, all returnable documents completed). Commercial offer, discounts, price adjustment conditions, and disbursements are evaluated. Price scores are rounded to 2 decimal places. Impact on Transnet's Return on Investment and criteria per Transnet Preferential Procurement Policy (TPPP) are considered.

{"briefingSession":"{"date":null,"time":null,"venue":"ION BEFORE THE CLOSING DATE ............................................................................................ 4","is_compulsory":false}"}

Respondents may be required to attend a site visit or briefing session where necessary to view the site or receive further information. If such visits or sessions are indicated as compulsory in the RFX Document, attendance is mandatory and failure to attend will result in disqualification.

{"name":null,"email":null,"phone":null,"department":null,"address":"indicated in the Bid"}

Returnable Documents: All returnable documents listed in the RFX Documents must be submitted with Respondent’s Bid. Failure to submit mandatory returnable schedules / documents will result in disqualification. Failure to submit other schedules / documents may result in disqualification. of 11 Transnet General Bid Conditions 12 DEFAULTS BY RESPONDENTS If the Respondent, after it has been notified of the acceptance of its Bid fails to: 12.1 enter into a formal contract when called upon to do so within such period as Transnet may specify; or 12.2 accept an order in terms of the Bid; 12.3 furnish satisfactory security when called upon to do so for the fulfilment of the contract; or 12.4 comply with any condition imposed by Transnet, Transnet may, in any such case, without prejudice to any other legal remedy which it may have, proceed to accept any other Bid or, if it is necessary to do so, call for Bids afresh, and may recover from the defaulting Respondent any additional expense incurred by Transnet in calling for new offers or in accepting a less favourable offer. 13 CURRENCY All monetary amounts referred to in a Bid response must be in Rand, the currency of the Republic of South Africa [ZAR], save to the extent specifically permitted in the RFP. 14 PRICES SUBJECT TO CONFIRMATION 14.1 Prices which are quoted subject to confirmation will not be considered. 15 ALTERATIONS MADE BY THE RESPONDENT TO BID PRICES All alterations made by the Respondent to its Bid price(s) prior to the submission of its Bid Documents must be done by deleting the incorrect figures and words where required and by inserting the correct figures and words against the items concerned. All such alterations must be initialled by the person who signs the Bid Documents. Failure to observe this requirement may result in the particular item(s) concerned being excluded in the matter of the award of the business. 16 EXCHANGE AND REMITTANCE 16.1 The Respondent should note that where the whole or a portion of the contract or order value is to be remitted overseas, Transnet shall, if requested to do so by the Supplier/Service Provider, effect payment overseas directly to the foreign principal or manufacturer of such percentage of the contract or order value as may be stipulated by the Respondent in its Bid Documents. 16.2 It is Transnet’s preference to enter into Rand-based agreements. Transnet would request, therefore, that the Respondent give favourable consideration to obtaining forward exchange cover on the foreign currency portion of the Agreement at a cost that is acceptable to Transnet to protect itself against any currency rate fluctuation risks for the duration of any resulting contract or order. 16.3 The Respondent who desires to avail itself of the aforementioned facility must at the time of bidding furnish the information called for in the Exchange and Remittance section of the Bid Documents and also furnish full details of the principals or manufacturer to whom payment is to be made. 16.4 The South African Reserve Bank’s approval is required before any foreign currency payments can be made to or on behalf of Respondents. 16.5 Transnet will not recognise any claim for adjustment of the order and/or contract price if the increase in price arises after the date on which the Goods/Services were to be delivered, as set out in the order and/or contract, or any subsequent agreement between the parties. 16.6 Transnet reserves the right to request a pro-forma invoice/tax invoice in order to ensure compliance with the contract and Value-Added Tax Act no. [VAT Act]. of 11 Transnet General Bid Conditions 17 ACCEPTANCE OF BID 17.1 Upon the acceptance of a Bid by Transnet, the parties shall be bound by these General Bid Conditions and any contractual terms and/or any schedule of “Special Conditions” or otherwise which form part of the Bid Documents. 17.2 Where the Respondent has been informed by Transnet of the acceptance of its Bid, an email communication that has been successfully sent to the Respondent shall be regarded as proof of delivery to the Respondent 1 day after the date of submission. 18 NOTICE TO UNSUCCESSFUL RESPONDENTS 18.1 Unsuccessful Respondents shall be advised in writing that their Bids have not been accepted as soon as possible after the closing date of the Bid. On award of business to the successful Respondent all unsuccessful Respondents must be informed of the name of the successful Respondent and of the reason as to why their Bids had been unsuccessful. 19 TERMS AND CONDITIONS OF CONTRACT 19.1 The Supplier/Service Provider shall adhere to the Terms and Conditions of Contract issued with the Bid Documents, together with any schedule of “Special Conditions” or otherwise which form part of the Bid Documents. 19.2 Should the Respondent find any conditions unacceptable, it should indicate which conditions are unacceptable and offer amendments/ alternatives by written submission on a company letterhead. Any such submission shall be subject to review by Transnet’s Legal Counsel who shall determine whether the proposed amendments /alternative(s) are acceptable or otherwise, as the case may be. Respondents will be afforded an opportunity to withdraw an unacceptable deviation, failing which the respondent will be disqualified. 20 CONTRACT DOCUMENTS 20.1 The contract documents will comprise these General Bid Conditions, the Terms and Conditions of Contract and any schedule of “Special Conditions” which form part of the Bid Documents. 20.2 The abovementioned documents together with the Respondent’s Bid response will constitute the contract between the parties upon receipt by the Respondent of Transnet’s letter of acceptance, subject to all additional amendments and/or special conditions thereto as agreed to by the parties. 20.3 Should Transnet inform the Respondent that a formal contract will be signed, the abovementioned documents together with the Respondent’s Bid response [and, if any, its covering letter and any subsequent exchange of correspondence] as well as Transnet’s Letter of Acceptance, shall constitute a binding contract until the final contract is signed. 21 LAW GOVERNING CONTRACT The law of the Republic of South Africa shall govern the contract created by the acceptance of a Bid. The domiciliumcitandietexecutandi shall be a place in the Republic of South Africa to be specified by the Respondent in its Bid at which all legal documents may be served on the Respondent who shall agree to submit to the jurisdiction of the courts of the Republic of South Africa. A foreign Respondent shall, therefore, state in its Bid the name of its authorised representative in the Republic of South Africa who is empowered to sign any contract which may be entered into in the event of its Bid being accepted and to act on its behalf in all matters relating to the contract. of 11 Transnet General Bid Conditions 22 IDENTIFICATION If the Respondent is a company, the full names of the directors shall be stated in the Bid. If the Respondent is a close corporation, the full names of the members shall be stated in the Bid. If the Respondent is a partnership or an individual trading under a trade name, the full names of the partners or of such individual, as the case may be, shall be furnished. 23 RESPONDENT'S SAMPLES 23.1 If samples are required from Respondents, such samples shall be suitably marked with the Respondent's name and address, the Bid number and the Bid item number and must be despatched in time to reach the addressee as stipulated in the Bid Documents on or before the closing date of the Bid. Failure to submit samples by the due date may result in the rejection of a Bid. 23.2 Transnet reserves the right to retain samples furnished by Respondents in compliance with Bid conditions. 23.3 Payment will not be made for a successful Respondent’s samples that may be retained by Transnet for the purpose of checking the quality and workmanship of Goods/Services delivered in execution of a contract. 23.4 If Transnet does not wish to retain unsuccessful Respondents’ samples and the Respondents require their return, such samples may be collected by the Respondents at their own risk and cost. 24 SECURITIES 24.1 The successful Respondent, when called upon to do so, shall provide security to the satisfaction of Transnet for the due fulfilment of a contract or order. Such security shall be in the form of a Deed of Suretyship [Deed of Suretyship] furnished by an approved bank, building society, insurance or guarantee corporation carrying on business in South Africa. 24.2 The security may be applied in whole or part at the discretion of Transnet to make good any loss or damage which Transnet may incur in consequence of a breach of the contract or any part thereof. 24.3 Such security, if required, shall be an amount which will be stipulated in the Bid Documents. 24.4 For the purpose of clause 24.124.1 above, Transnet will supply a Deed of Suretyship form to the successful Respondent for completion and no guarantee in any other form will be accepted. A copy of such form will be supplied to Respondents on request. For this purpose a Deed of Suretyship form will be provided which shall be completed and returned to Transnet or a designated official by the successful Respondent within 30 [thirty] calendar days from the date of the letter of acceptance. No payment will be made until the form, duly completed, is delivered to Transnet. Failure to return the Deed of Suretyship within the prescribed time shall, save where prior extension has been granted, entitle Transnet without notice to the Supplier/Service Provider to cancel the contract with immediate effect. 24.5 Additional costs incurred by Transnet necessitated by reason of default on the part of the Supplier/Service Provider in relation to the conditions of this clause 24 will be for the account of the Supplier/Service Provider. 25 PRICE AND DELIVERY BASIS FOR GOODS 25.1 Unless otherwise specified in the Bid Documents, the prices quoted for Goods must be on a Delivered Duty Paid [latest ICC Incoterms] price basis in accordance with the terms and at the delivery point or points specified in Transnet's Bid Documents. Bids for supply on any other basis of delivery are liable to disqualification. The lead time for delivery stated by the Respondent must be inclusive of all non-working of 11 Transnet General Bid Conditions days or holidays, and of periods occupied in stocktaking or in effecting repairs to or overhauling plant, which would ordinarily occur within the delivery period given by the Respondent. 25.2 Respondents must furnish their Bid prices in the Price Schedule of the Bid Documents on the following basis, Local Supplies - Prices for Goods to be manufactured, produced or assembled in the Republic of South Africa, or imported supplies held in South Africa, to be quoted on a Delivered RSA named destination basis., Imported Supplies - Prices for Goods to be imported from all sources to be quoted on a Delivered Duty Paid [latest ICC Incoterms] basis, to end destination in South Africa, unless otherwise specified in the Bid Price Schedule. 26 EXPORT LICENCE The award of a Bid for Goods to be imported may be subject to the issue of an export licence in the country of origin or supply. If required, the Supplier/Service Provider’s manufacturer or forwarding agent shall be required to apply for such licence. 27 QUALITY OF MATERIAL Unless otherwise stipulated, the Goods offered shall be NEW i.e. in unused condition, neither second-hand nor reconditioned. 28 DELETION OF ITEMS EXCLUDED FROM BID The Respondent must delete items for which it has not tendered or for which the price has been included elsewhere in its Bid. 29 VALUE-ADDED TAX 29.1 In respect of local supplies, i.e. Goods to be manufactured, produced or assembled in the Republic of South Africa, or imported supplies held or already in transit to South Africa, the prices quoted by the Respondent are to be inclusive of VAT which must be shown separately at the standard rate on the Tax Invoice. 29.2 In respect of foreign Services rendered, the invoicing by a South African Service Provider on behalf of its foreign principal rendering such Service represents a Service rendered by the principal; and, the Service Provider’s Tax Invoice(s) for the local portion only [i.e. the "commission" for the Services rendered locally] must show the VAT separately. 30 IMPORTANT NOTICE TO RESPONDENTS REGARDING PAYMENT 30.1 Method of Payment, The attention of the Respondent is directed to the Terms and Conditions of Contract which set out the conditions of payment on which Bid price(s) shall be based., However, in addition to the aforegoing the Respondent is invited to submit offers based on alternative methods of payment and/or financing proposals., The Respondent is required to give full particulars of the terms that will be applicable to its alternative offer(s) and the financial merits thereof will be evaluated and taken into consideration when the Bid is adjudicated. of 11 Transnet General Bid Conditions, The Respondent must, therefore, in the first instance, tender strictly in accordance with clause 30.1 (a) above. Failure to comply with clause 30.1 (a) above may preclude a Bid from further consideration. NOTE: The successful Respondent [the Supplier/Service Provider] shall, where applicable, be required to furnish a guarantee covering any advance payments. 30.2 Conditional Discount Respondents offering prices which are subject to a conditional discount applicable for payment within a specific period are to note that the conditional period will be calculated as from the date of receipt by Transnet of the Supplier/Service Provider’s month-end statement reflecting the relevant Tax Invoice(s) for payment purposes, provided the conditions of the order or contract have been fulfilled and the Tax Invoice is correct in all respects as referred to in the contract or order. Incomplete and/or incorrect Tax Invoices shall be returned and the conditional period will be recalculated from the date of receipt of the correct documentation. 31 CONTRACT QUANTITIES AND DELIVERY REQUIREMENTS 31.1 Contract Quantities, It must be clearly understood that although Transnet does not bind itself to purchase a definitive quantity under any contract which may be entered into pursuant to this Bid, the successful Respondent nevertheless undertakes to supply against the contract such quantities as may be ordered against the contract, which orders are posted or delivered by hand or transmitted electronically on or before the expiry date of such contract., It is furthermore a condition that Transnet will not accept liability for any material/stocks specially ordered or carried by the Respondent with a view to meeting the requirements under any such contract., The estimated planned quantities likely to be ordered by Transnet per annum are furnished in relevant section of the Bid Documents. For avoidance of doubt the estimated quantities are estimates and Transnet reserves the right to order only those quantities sufficient for its operational requirements. 31.2 Delivery Period, Period Contracts and Fixed Quantity Requirements It will be a condition of any resulting contract/order that the delivery period embodied therein will be governed by the provisions of the Terms and Conditions of Contract., Progress Reports The Supplier/Service Provider may be required to submit periodical progress reports with regard to the delivery of the Goods/Services., Emergency Demands as and when required If, due to unforeseen circumstances, supplies of the Goods/Services covered by the Bid are required at short notice for immediate delivery, the Supplier/Service Provider will be given first right of refusal for such business. If it is unable to meet the desired critical delivery period, Transnet reserves the right to purchase such supplies as may be required to meet the emergency outside the contract if immediate delivery can be offered from any other source. The TotalorPartialFailuretoPerformthe of 11 Transnet General Bid Conditions Scope of Supply section in the Terms and Conditions of Contract will not be applicable in these circumstances. 32 PLANS, DRAWINGS, DIAGRAMS, SPECIFICATIONS AND DOCUMENTS 32.1 Copyright Copyright in plans, drawings, diagrams, specifications and documents compiled by the Supplier/Service Provider for the purpose of contract work shall be governed by the Intellectual Property Rights section in the Terms and Conditions of Contract. 32.2 Drawings and specifications In addition to what may be stated in any Bid Document, the Respondent should note that, unless notified to the contrary by Transnet or a designated official by means of an official amendment to the Bid Documents, it is required to tender for Goods/Services strictly in accordance with the drawings and/or specifications supplied by Transnet, notwithstanding that it may be aware that alterations or amendments to such drawings or specifications are contemplated by Transnet. 32.3 Respondent’s drawings Drawings required to be submitted by the Respondent must be furnished before the closing time and date of the Bid. The non-receipt of such drawings by the appointed time may disqualify the Bid. 32.4 Foreign specifications The Respondent quoting for Goods/Services in accordance with foreign specifications, other than British and American standards, is to submit translated copies of such specifications with the Bid. In the event of any departures or variations between the foreign specification(s) quoted in the Bid Documents, full details regarding such departures or variations must be furnished by the Respondent in a covering letter attached to the Bid. Non-compliance with this condition may result in disqualification. 33 BIDS BY OR ON BEHALF OF FOREIGN RESPONDENTS 33.1 Bids submitted by foreign principals may be forwarded directly by the principals or by its South African representative or agent to the designated official of Transnet according to whichever officer is specified in the Bid Documents. 33.2 In the case of a representative or agent, written proof must be submitted to the effect that such representative or agent has been duly authorised to act in that capacity by the principal. Failure to submit such authorisation by the representative or agent shall disqualify the Bid. 33.3 When legally authorised to prepare and submit Bids on behalf of their principals not domiciled in the Republic of South Africa, representatives or agents must compile the Bids in the names of such principals and sign them on behalf of the latter. 33.4 South African representatives or agents of a successful foreign Respondent must when so required enter into a formal contract in the name of their principals and must sign such contract on behalf of the latter. In every such case a legal Power of Attorney from their principals must be furnished to Transnet by the South African representative or agents authorising them to enter into and sign such contract., Such Power of Attorney must comply with Rule 63 (Authentication of documents executed outside the Republic for use within the Republic) of the Uniform Rules of Court: Rules regulating the conduct of the proceedings of the several provincial and local divisions of the Supreme Court of South Africa., The Power of Attorney must be signed by the principal under the same title as used in the Bid Documents. of 11 Transnet General Bid Conditions, If a Power of Attorney held by the South African representative or agent includes matters of a general nature besides provision for the entering into and signing of a contract with Transnet, a certified copy thereof should be furnished., The Power of Attorney must authorise the South African representative or agent to choose the domiciliumcitandietexecutandi. 33.5 If payment is to be made in South Africa, the foreign Supplier/Service Provider [i.e. the principal, or its South African agent or representative], must notify Transnet in writing whether, for payment by electronic funds transfer [EFT], funds are to be transferred to the credit of the foreign Supplier/Service Provider's account at a bank in South Africa, in which case the name and branch of such bank shall be furnished; or, funds are to be transferred to the credit of its South African agent or representative, in which case the name and branch of such bank shall be furnished. 33.6 The attention of the Respondent is directed to clause 24 above [Securities] regarding the provision of security for the fulfilment of contracts and orders and the manner and form in which such security is to be furnished. 34 DATABASE OF RESTRICTED SUPPLIERS The process of restriction is used to exclude a company/person from conducting future business with Transnet and other organs of state for a specified period. No Bid shall be awarded to a Bidder whose name (or any of its members, directors, partners or trustees) appear on the Register of Tender Defaulters kept by National Treasury, or who have been placed on National Treasury’s List of Restricted Suppliers. Transnet reserves the right to withdraw an award, or cancel a contract concluded with a Bidder should it be established, at any time, that a bidder has been restricted with National Treasury by another government institution. 35 CONFLICT WITH ISSUED RFX DOCUMENT 35.1 Should a conflict arise between these General Bid Conditions and the issued RFX document, the conditions stated in the RFX document shall prevail. oooOOOooo of 11

All returnable documents listed in the RFX Documents must be submitted with the bid. Failure to submit mandatory returnable schedules/documents will result in disqualification; failure to submit other schedules/documents may also result in disqualification.

Bidders must not appear on the National Treasury's Register of Tender Defaulters or List of Restricted Suppliers. Bidders must submit all mandatory returnable documents listed in the RFX; failure to do so may result in disqualification. Bidders must complete the official bid forms and formats; non-compliance may lead to rejection. Bidders must attend any compulsory site visit or briefing session if indicated as compulsory in the RFX. Bidders must provide full identification details (directors, members, partners, or individual). Foreign bidders must provide written proof of authorisation for their South African representative or agent, and a Power of Attorney if required. Bidders must comply with the General Bid Conditions, including submission of a Deed of Suretyship if required.

All monetary amounts must be in Rand (ZAR) unless otherwise permitted. Prices subject to confirmation will not be considered. Alterations to bid prices must be made by deleting incorrect figures and inserting correct ones, initialled by the signatory. Prices for goods must be quoted on a Delivered Duty Paid (latest ICC Incoterms) basis to the specified delivery point, unless otherwise specified. Local supplies must be quoted on a Delivered RSA named destination basis; imported supplies on a Delivered Duty Paid basis to end destination in South Africa. VAT must be shown separately on tax invoices for local supplies and for the local portion of foreign services.

Power of Attorney for foreign principals; written proof of authorization for South African representatives; Deed of Suretyship for successful bidders; compliance with Rule 63 for authentication of foreign documents.

The contract documents comprise the General Bid Conditions, Terms and Conditions of Contract, and any schedule of Special Conditions. Upon acceptance of the bid, the parties are bound by these documents. The law of the Republic of South Africa governs the contract, and the respondent must specify a domicilium citandi et executandi in South Africa. Foreign respondents must state an authorized representative in South Africa. Unacceptable conditions may be raised in writing, subject to review by Transnet's Legal Counsel. The contract is formed upon receipt of Transnet's letter of acceptance, and a formal contract may be signed later.

After the closing date of a Bid (i.e. during the evaluation period) the Respondent may only communicate with the

Chairperson of the relevant Bid Preparation and Evaluation Committee.

Where Bids are submitted to the Chairperson of the relevant Bid Preparation and Evaluation Committee,

27 quality of material ............................................................................................................................ 8

The tender is for general and hazardous waste management services at Transnet Engineering's Uitenhage Plant and Cape Corridor depots, on an as-and-when-required basis, for a three-year period.

{"name":null,"email":null,"phone":null,"department":"ies, know-how, trade secrets and","address":"net SOC Ltd [Transnet] [Registration No. 1990/000900/30]"}

Bidders must execute the Transnet Non-Disclosure Agreement. The NDA requires the bidder to act as principal, not as nominee, agent, or broker. Bidders must have appropriate technical and organisational measures for data protection. No other eligibility criteria are stated in the provided document.

supply a certificate signed by a director as to its full compliance with the

requirements of clause 3.3.2 above.

4. Announcements

4.1 Neither party will make or permit to be made any announcement or disclosure of its prospective interest

in the Bid without the prior written consent of the other party.

4.2 Neither party shall make use of the other pa

A Non-Disclosure Agreement (NDA) must be signed before any confidential information is shared. The NDA requires the receiving party to keep all disclosed information secret, use it only for the bid, and return or destroy it within 7 days of a written demand. It also prohibits announcements without prior written consent, lasts 5 years, and is governed by South African law.

The Non-Disclosure Agreement (NDA) sets out the terms for handling confidential information. Key obligations include: treating all disclosed information as secret, using it only for the bid, limiting disclosure to agents who are bound by confidentiality, returning or destroying information within 7 days of a written demand, and not making announcements without prior written consent. The NDA remains in force for 5 years, and the parties act as principals, not agents. Remedies for breach include injunctions and other legal relief. The agreement is governed by South African law and jurisdiction.

{"name":null,"email":null,"phone":null,"department":"ed Nations Global Compact","address":"luding information"}

Submit the bid in accordance with the RFX document. The closing date and time for receipt of bids is stated in the bid invitation. Bids must be submitted before the stated date and time; late bids will not be accepted. The submission method and address are specified in the RFX document. Bidders must complete and sign all required forms and declarations as part of the bid. Failure to comply with submission requirements may result in disqualification.

Evaluation will be based on the criteria set out in the RFX document. Bidders must meet the minimum qualification criteria. B-BBEE status and local content may be considered. Transnet may exclude bidders who have a conflict of interest, have been involved in fraud or corruption, or have failed to perform on previous contracts. Transnet may also exclude bidders who have been restricted by any public sector entity.

to the defined specifications of the works, goods and services; and

4.1 For the purposes of this undertaking in relation to any submitted Bid, the Bidder declares to fully understand

that the word “competitor” shall include any individual or organisation, other than the Bidder, whether or

not affiliated with the Bidder, who:

a) has been requested to submit a Bid in response to this Bid invitation;

b) could potentially submit a Bid in response to this Bid invitation, based on their qualifications, abilities

or experience; and

c) provides the same Goods and Services as the Bidder and/or is in the same line of business as the

No specific requirements found

B-BBEE Details: do so in terms of any condition forming part of the bid documents;

c) has carried out any contract resulting from such bid in an unsatisfactory manner or has breached any

condition of the contract;

d) has offered, promised or given a bribe in relation to the obtaining or execution of the contract;

e) has acted in a fraudulent or improper manner or in bad faith towards Transnet or any Government

Department or towards any public body, Enterprise or person;

f) has made any incorrect statement in a certificate or other communication with regard to the Local

Content of his Goods or his B-BBEE status and is unable to prove to the satisfaction of Transnet that:

(i) he made the statement in good faith honestly believing it to be correct; and

(ii) before making such statement he took all reasonable steps to satisfy himself of its correctness;

g) has submitted false information regarding any other matter required in terms of the Preferential

Procurement Regulations, 2017 issued in terms of the Preferential Procurement Policy Framework Act

which will affect the evaluation of a Bid or where a Bidder has failed to declare any subcontracting

arrangements;

h) caused Transnet damage, or to incur costs in order to meet the contractor’s requirements and which

could not be recovered from the contractor;

i) has litigated against Transnet in bad faith.

7 previous transgressions

7.1 The Bidder / Supplier hereby declares that no previous transgressions resulting in a serious breach of any

law, including but not limited to, corruption, fraud, theft, extortion and contraventions of the Competition

Act , which occurred in the last 5 (five) years with any other public sector undertaking,

government department or private sector company that could justify its exclusi

(or any of its members, directors, partners or trustees) appear on the Register of Tender Defaulters kept by

National Treasury, or who have been placed on National Treasury’s List of Restricted Suppliers. Transnet

reserves the right to withdraw an award, or cancel a contract concluded with a Bidder should it be

established, at any time, that a bidder has been restricted with National Treasury by another government

institution.

6.2 All the stipulations on Transnet’s restriction process as laid down in Transnet’s Supply Chain Policy and

of 8

3.8 Transnet may require the Bidder / Supplier to furnish Transnet with a copy of its code of conduct. Such code

of conduct must address the compliance programme for the implementation of the code of conduct and

reject the use of bribes and other dishonest and unethical conduct.

3.9 The Bidder / Supplier will not instigate third persons to commit offences outlined above or be an accessory

to such offences.

3.10 The Bidder/Supplier confirms that they will uphold the ten principles of the United Nations Global Compact

(UNGC) in the fields of Human Rights, Labour, Anti-Corruption and the Environment when undertaking

business with Transnet as follows:

a) Human Rights

• Principle 1: Businesses should support and respect the protection of internationally proclaimed

human rights; and

• Principle 2: make sure that they are not complicit in human rights abuses.

b) Labour

• Principle 3: Businesses should uphold the freedom of association and the effective recognition of

the right to collective bargaining;

• Principle 4: the elimination of all forms of forced and compulsory labour;

• Principle 5: the effective abolition of child labour; and

• Principle 6: the elimination of discrimination in respect of employment and occupation.

c) Environment

• Principle 7: Businesses should support a precautionary approach to environmental challenges;

• Principle 8: undertake initiatives to promote greater environmental responsibility; and

• Principle 9: encourage the development and diffusion of environmentally friendly technologies.

d) Anti-Corruption

• Principle 10: Businesses should work against corruption in all its forms, including extortion and

bribery.

10.1 Transnet recognises that trust and good faith are pivotal to its relationship with its Bidders / Suppliers.

When a dispute arises between Transnet and its Bidder / Supplier, the parties should use their best

endeavours to resolve the dispute in an amicable manner, whenever possible. Litigation in bad faith negates

the principles of trust and good faith on which commercial relationships are based. Accordingly, following

a restriction process as mentioned in paragraph 6 above, Transnet will not do business with a company that

litigates against it in bad faith or is involved in any action that reflects bad faith on its part. Litigation in bad

faith includes, but is not limited to the following instances:

a) Vexatious proceedings: these are frivolous proceedings which have been instituted without proper

grounds;

b) Perjury: where a supplier make a false statement either in giving evidence or on an affidavit;

c) Scurrilous allegations: where a supplier makes allegations regarding a senior Transnet employee

which are without proper foundation, scandalous, abusive or defamatory; and

d) Abuse of court process: when a supplier abuses the court process in order to gain a competitive

advantage during a bid process.

11 general

11.1 This Integrity Pact is governed by and interpreted in accordance with the laws of the Republic of South

Africa.

11.2 The actions stipulated in this Integrity Pact are without prejudice to any other legal action that may follow

in accordance with the provisions of the law relating to any civil or criminal proceedings.

11.3 The validity of this Integrity Pact shall cover all the bidding processes and will be valid for an indefinite

period unless cancelled by either Party.

11.4 Should one or several provisions of this Integrity Pact turn out to be invalid the remainder of this Integrity

Pact remains valid.

11.5 Should a Bidder / Supplier be confronted with dishonest, fraudulent or corruptive behaviour of one or more

Transnet employees, Transnet expects its Bidders / Suppliers to report this behaviour directly to a senior

Transnet official / employee or alternatively by using Transnet’s “Tip-Off Anonymous” hotline number 0800

003 056, whereby your confidentiality is guaranteed.

The Parties hereby declare that each of them has read and understood the clauses of this Integrity Pact and shall

abide by it. To the best of the Parties’ knowledge and belief, the information provided in this Integrity Pact is true

and correct.

oooOOOooo

Private & Confidential

Transnet may reject the Bidder’s / Supplier’s application from the registration or bidding process and remove

the Bidder / Supplier from its database, if already registered.

5.2 If the Bidder / Supplier has committed a transgression through a violation of paragraph 3, or any material

violation, such as to put its reliability or credibility into question, Transnet may after following due procedures

and at its own discretion also exclude the Bidder / Supplier from future bidding processes. The imposition

and duration of the exclusion will be determined by the severity of the transgression. The severity will be

determined by the circumstances of the case, which will include amongst others the number of

transgressions, the position of the transgressors within the company hierarchy of the Bidder / Supplier and

the amount of the damage. The exclusion will be imposed for up to a maximum of 10 (ten) years. However,

6.4 The decision to restrict is based on one of the grounds for restriction. The standard of proof to commence

the restriction process is whether a “primafacie” (i.e. on the face of it) case has been established.

6.5 Depending on the seriousness of the misconduct and the strategic importance of the Goods/Services, in

addition to restricting a company/person from future business, Transnet may decide to terminate some or

all existing contracts with the company/person as well.

6.6 A supplier or contractor to Transnet may not subcontract any portion of the contract to a restricted company.

6.7 Grounds for restriction include: If any person/Enterprise which has submitted a Bid, concluded a contract,

or, in the capacity of agent or subcontractor, has been associated with such Bid or contract:

a) Has, in bad faith, withdrawn such Bid after the advertised closing date and time for the receipt of Bids;

b) has, after being notified of the acceptance of his Bid, failed or refused to sign a contract when called

upon to do so in terms of any condition forming part of the bid documents;

c) has carried out any contract resulting from such bid in an unsatisfactory manner or has breached any

condition of the contract;

d) has offered, promised or given a bribe in relation to the obtaining or execution of the contract;

e) has acted in a fraudulent or improper manner or in bad faith towards Transnet or any Government

Department or towards any public body, Enterprise or person;

f) has made any incorrect statement in a certificate or other communication with regard to the Local

7.1 The Bidder / Supplier hereby declares that no previous transgressions resulting in a serious breach of any

law, including but not limited to, corruption, fraud, theft, extortion and contraventions of the Competition

Act , which occurred in the last 5 (five) years with any other public sector undertaking,

government department or private sector company that could justify its exclusion from its registration on

the Bidder’s / Supplier’s database or any bidding process.

7.2 If it is found to be that the Bidder / Supplier made an incorrect statement on this subject, the Bidder /

already registered, for such reason (refer to the Breach of Law Form contained in the applicable RFX

document.)

8.1 Transnet shall also take all or any one of the following actions, wherever required to:

a) Immediately exclude the Bidder / Supplier from the bidding process or call off the pre-contract

negotiations without giving any compensation to the Bidder / Supplier. However, the proceedings with

the other Bidders / Suppliers may continue;

b) Immediately cancel the contract, if already awarded or signed, without giving any compensation to

the Bidder / Supplier;

c) Recover all sums already paid by Transnet;

d) Encash the advance bank guarantee and performance bond or warranty bond, if furnished by the

Bidder / Supplier, in order to recover the payments, already made by Transnet, along with interest;

e) Cancel all or any other contracts with the Bidder / Supplier;

f) Exclude the Bidder / Supplier from entering into any bid with Transnet and other organs of state in

future for a specified period; and

g) If the Supplier subcontracted a portion of the bid to another person without declaring it to Transnet,

Transnet must penalise the Supplier up to 10% of the value of the contract.

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10 dispute resolution

10.1 Transnet recognises that trust and good faith are pivotal to its relationship with its Bidders / Suppliers.

endeavours to resolve the dispute in an amicable manner, whenever possible. Litigation in bad faith negates

the principles of trust and good faith on which commercial relationships are based. Accordingly, following

a restriction process as mentioned in paragraph 6 above, Transnet will not do business with a company that

litigates against it in bad faith or is involved in any action that reflects bad faith on its part. Litigation in bad

faith includes, but is not limited to the following instances:

a) Vexatious proceedings: these are frivolous proceedings which have been instituted without proper

grounds;

b) Perjury: where a supplier make a false statement either in giving evidence or on an affidavit;

c) Scurrilous allegations: where a supplier makes allegations regarding a senior Transnet employee

which are without proper foundation, scandalous, abusive or defamatory; and

d) Abuse of court process: when a supplier abuses the court process in order to gain a competitive

advantage during a bid process.

Transnet official / employee or alternatively by using Transnet’s “Tip-Off Anonymous” hotline number 0800

003 056, whereby your confidentiality is guaranteed.

in exchange for an advantage in the bidding process, bid evaluation, contracting or implementation process

afford an undue advantage to a particular bidder during the tendering stage, and will further treat all Bidders

which will affect the evaluation of a Bid or where a Bidder has failed to declare any subcontracting

competitor regarding the quality, quantity, specifications and conditions or delivery particulars of the Goods